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MERGERS & ACQUISITIONS • PRIVATE CAPITAL• STRATEGIC ADVISORY Energy Sector Report AN OVERVIEW OF NONDESTRUCTIVE TESTING

AN OVERVIEW OF NONDESTRUCTIVE TESTING - … · ... ASNT establishes NDT level III certification program 9 ... An Overview of Nondestructive Testing ... NDT Requirements of Key Energy

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Page 1: AN OVERVIEW OF NONDESTRUCTIVE TESTING - … · ... ASNT establishes NDT level III certification program 9 ... An Overview of Nondestructive Testing ... NDT Requirements of Key Energy

MERGERS & ACQUISITIONS • PRIVATE CAPITAL• STRATEGIC ADVISORY

Energy Sector Report

AN OVERVIEW OF NONDESTRUCTIVE TESTING

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An Overview of Nondestructive Testing | BlackArch Partners | 2

Nondestructive testing (NDT) is the use of non-invasive analysis techniques to

quantitatively inspect, measure and evaluate the safety and integrity of

mission-critical infrastructure and systems without interfering with the overall

operation or future usefulness of those assets. This creates an interesting

proposition for asset owners and operators within the oil and gas industry, who

must balance increasingly stringent, non-discretionary regulatory and

environmental compliance and safety requirements placed on energy drilling,

production, transportation, storage and processing assets and systems.

The NDT market represents a sub-segment of the broader testing, inspection and

certification (TIC) industry, a $125 billion global market. The TIC industry spans a

diverse range of primary end markets, including energy, manufacturing,

transportation, aviation and healthcare. Driven by the perpetual and increasing

demand for safety, quality and compliance, companies in the TIC industry

provide a vast array of services throughout the full lifecycle of the underlying asset.

The NDT market has displayed considerable expansion recently as a result of

secular growth driven by recurring maintenance spending and expansionary

capital investment, resulting in an estimated $3.5 billion in annual spending in the

industry across all end markets. However, improvements in safety remain the

primary motivator for TIC services as firms attempt to minimize the probability of

catastrophic failure, especially as a result of the several recent, high-profile

incidents noted in CHART A. This graphic illustrates the evolution of the NDT

industry in response to technological advancements, end market demands and

regulatory forces over the past two centuries.

CHART A: Evolution of the NDT Industry

Introduction

Technological Innovation

1800s

End Market Developments

Regulatory Forces

Digital Radiography, Automated Phased Array

“Oil and Whiting” and Visual Inspection methods

Magnetic Particle; Eddy Current; Industrial Radiography; Ultrasonic;

Acoustic Emissions Testing developed

Emergence of NDT within the rail and

automotive industry

1920s-1950s 1950s-1980s 1980s-Present

1895: X-Rays discovered by Wilhelm Conrad Röntgen

Growth spurred by WWII and quality requirements across the transportation, maritime, aerospace and

industrial sectors

Growing, but highly fragmented regulatory

framework

Increased globalization of international standards and

best practices

1976: ASNT establishes NDT level III certification program

9

Application of NDT across numerous end markets

such as energy, healthcare, chemicals April 2010: BP Macondo

oil spill – catalyst for heightened compliance

requirements in the GOM

September 2010: San Bruno pipeline explosion – triggered national pipeline regulation

movement

Data management, risk-based analysis and predictive analytics

services

Workplace Safety Rule/SEMSMandatory MI programs for all

production assets

Shale play proliferation

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NDT services validate the integrity of materials and process equipment by detecting

defects/deficiencies that could lead to failure and by providing analyses on asset life, asset

usage, etc., offering a balance between quality control and cost effectiveness. This results in

improved performance economics due to reduced repair costs, extended asset life,

greater levels of safety, higher asset quality and compliance with standards and

governmental regulations. Additionally, capacity utilization is improved as a result of

reduced scheduled or unexpected downtime. The most common methods of NDT include

visual inspection, liquid penetrant inspection, magnetic particle inspection, radiography,

Eddy current testing and ultrasonic inspection, which are described in further depth in

CHART B.

CHART B: Common Methods of NDT

The NDT universe is a highly fragmented market of service providers that includes small,

locally operated companies, as well as a select group of larger, more diversified players.

Within this market, few independent companies possess the size and scope (across both

service lines and end markets) to operate as a one-stop shop for all end market customers.

Visual Inspection

Most basic inspection method, which utilizes tools such as fiberscopes, borescopes and magnifying glasses

Large tanks, vessels and sewer lines can be inspected with the a portable video inspection unit

Robotic crawlers permit observation in hazardous or tight areas, such as air ducts, reactors and pipelines

Liquid Penetrant Inspection

A liquid with high surface wetting characteristics is applied to the area of inspection and allowed to seep in to the surface breaking defects

A developer in the form of a powder is applied to the area’s surface to pull out and collect the trapped liquid

The accumulated liquid is loaded with a dye and inspected under UV light to reveal potential defects in the area

Magnetic Particle Inspection

The part to be inspected is first magnetized and coated with finely milled iron particles

The iron particles are attracted to magnetic flux leakage fields and will cluster directly over any discontinuity in the part, creating a visually detectable indicator under correct lighting conditions

The source of radiation can come from either an X-ray generator or a radioactive source to examine a part

In film radiography, the part is placed between a radiation source and a film piece, which will display relatively darker or lighter areas of development depending on the density of specific sections of the part

Uses electromagnetic induction to detect flaws in conductive materials

Well suited for detecting surface cracks but can also be used to make coating thickness measurements

High frequency sound waves are introduced into a material and are reflected back from surfaces or flaws

Reflected sound energy is displayed as a cross section of the part’s depth of features that reflect sound

Radiography

Eddy Current Testing

Ultrasonic Inspection

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A variety of factors continues to influence the evolution of the TIC and NDT

markets:

Increasingly stringent regulations, codes and standards

Trend towards outsourced services

Consolidating base of service providers

Increasingly Stringent Regulations, Codes and Standards

Within the broader TIC industry and NDT sub-sector specifically, significant

standards and oversight of engineering services and non-destructive testing are

already in place both domestically and internationally through organizations such

as the American Society of Mechanical Engineers (ASME) and International

Organization for Standardization (ISO). However, in response to high profile

incidents, including the BP Macondo disaster (2010), the San Bruno pipeline

explosion (2010) and the BP Texas City refinery explosion (2005), a more stringent

focus on safety, environmental sustainability and regulatory compliance continues

to develop. According to a recent study by Forbes magazine, more than half of

executives interviewed cited

regulations and environmental

opposition as the biggest

concerns facing the energy

industry over the next 5 to 10

years (summarized in CHART

D). As a result of the

heightened public and

regulatory focus on safety, asset

owners and operators across the

industry are continually faced

with high economic and

reputational costs of

non-compliance.

A Shifting

Landscape for the

TIC/NDT Industry

CHART D: Biggest Concerns Facing

Energy Industry Over the Next 5 to 10 Years (% of Executives Interviewed)

Source: Forbes 2012

7%

20%

21%

23%

27%

52%

66%

0% 20% 40% 60% 80%

Other

Difficulty Finding New Supply

Lack of R&D Financing

Foreign Market Instability

Shortage of Skilled Workers

Environmental Opposition

Regulations

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Trend Towards Outsourced Services

As a result of the increasing sophistication of NDT methods and stricter

regulations, combined with the increased usage of data for compliance, insurance

and engineering purposes, asset owners and operators across the energy spectrum

are: i) increasingly complementing their in-house NDT and mechanical integrity

testing functions to third-party providers and ii) tightening the selection criteria in

their choice of vendor partners. Given the mission-critical nature of NDT services,

the industry shift away from smaller, less-capitalized operators to larger,

professional service providers with broader capabilities has

disproportionately benefitted more established companies over the past few years.

Consolidating Base of Service Providers

The global TIC industry remains highly fragmented, with nearly 60% of the market

comprised of small companies generating less than $13 million in annual revenues.

However, a select group of major players and

several mid-sized service providers have

remained highly acquisitive in an attempt to

bolster their portfolio of service offerings and

gain access to new end markets. One particular

driver behind consolidation trends is the

limited and aging workforce of certified

technicians, with the average age of NDT

inspectors having increased from 41.5 years in

2006 to 45 years in 2010. CHART F illustrates

the highly fragmented nature of the TIC

industry.

Primary customers for NDT services across the energy markets include: i) oil and

gas exploration and production companies; ii) offshore oil and gas structure

fabrication contractors; iii) offshore and onshore oil and gas pipeline owners,

operators and contractors and iv) oil and gas drilling and production equipment

manufacturers. CHART G, displayed on the following page, presents the NDT

requirements associated with primary energy infrastructure across the primary end

market in the energy sector.

End Market Customers of NDT

Services in the Energy Sector

CHART F: TIC Market Share

Source: Analyst research

59%

41%

<$13 Million of Revenues

Large-Cap Providers

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CHART G: NDT Requirements of Key Energy Infrastructure

Onshore

Mid

stre

amD

ow

nst

ream

Critical Infrastructure NDT Requirements

Inspection of fabricated piping and pressure vessel welds and valves

Ongoing inspections and maintenance of production platform piping systems and critical infrastructure

Mechanical integrity programs mandated for all production equipment and systems in the GOM

In-line inspection of risers, internal welds and other difficult to access platform infrastructure

Industry pressure mounting to increase inspection frequency

Well Completion Equipment

Onshore Production Facilities

Onshore Oil and Natural Gas Pipelines

Offshore Oil and Natural Gas Pipelines

Petrochemical / Chemical Plants

Oil and Natural Gas Refineries

Inspections for pipeline internal and external corrosion and cracking

Weld integrity testing

Point-to-point inspections and assessments of pipe wall thickness to detect leaks and localize deficiencies

Integrity management, fitness-for-purpose assessment and risk-based assessment required throughout the operating life of the pipeline

Certification of distribution pipeline safety, pursuant to regulatory standards

High-temperature corrosion monitoring of critical plant equipment and piping systems

In-line assessments of rotating equipment to minimize downtime and improve utilization

Mechanical integrity and predictive maintenance to prolong the operability of rotating equipment and plant assets

Certification of asset installation, maintenance and repair

Repetitive service needs driven by perpetual operating schedules

Up

stre

am Evaluation of potential wellhead sites and

inspection of fabricated piping

Extensive drill pipe and tool inspection, utilizing bottom hole assembly inspection and full length ultrasonic inspection

Casing and coil tubing inspection using EMI equipment to evaluate well deterioration

Recurring evaluation of equipment and material integrity once well becomes productive due to increasingly harsh operating conditions of new drilling techniques

Offshore Fabrication Yards

Oil and Natural GasProduction Platforms

Offshore

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Overview of the Upstream Energy Sector

The upstream energy market is comprised of oil and gas exploration and

production (E&P) companies that drill for and extract oil and natural gas from

inland and offshore deposits. According to industry resources as of May 2014,

there are approximately 1,854 onshore and offshore drilling rigs currently operating

in the United States producing approximately 7.8 million barrels of oil per day.

Upstream activity reflects the global demand for oil and gas, which has continued

to rise in large part due to the sustained growth in long-term energy demand,

particularly from emerging economies.

Onshore Market

The onshore oil and gas value chain starts with the exploration of suitable drilling

areas and is set in motion after wellsite activity is permitted at either the federal or

state level. After identification, investment in infrastructure and equipment is

necessary to complete the wellsite in preparation for drilling activity. During the

well completion phase, NDT services are necessary to ensure operational safety and

productivity once the wellsite becomes active. Drill pipe and tool inspection has

been made increasingly effective through the use of computerized electromagnetic

inspection, which quickly and accurately detects pipeline wall deterioration and

other defects. Once well production begins, NDT inspection services are required

on a continual basis to conduct follow-on testing and to ensure all equipment

functions properly. CHART H illustrates the onshore oil and gas process.

CHART H: Oil and Gas Operations Process

Upstream Energy

Sector Overview

Onshore Market

Overview

Recurring Pipeline

Inspection and Maintenance

Manages conservation of federal lands and natural resources

Well Production Continual follow-on

work and inspection necessary once well becomes operational

z

Advanced Drilling Techniques Spur Continued Growth

Escalating Wellsite Cost Ensure Demand for NDT Services

~ 75%of all U.S. drilling activity in

2013 was horizontal and directional drilling

$6.5 M - $9.5 Mto drill a horizontal well, nearly double the cost of

conventional well drilling

Environmental Disasters Drive Increasingly Stringent Regulation

Exploration and Drilling Activity

Drilling, Casing and Well Completion

Oil and Gas Well Production

Onshore Pipelines

Exploratory Drilling Identification of suitable

areas to initiate large-scale, profitable drilling operations

Well Completion Casing and tubing

inspection necessary to enable wells to produce oil or gas

140Year estimated supply of

domestic natural gas reserves

> 60%First year decline rates of natural gas shale plays

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The onshore market has been influenced by three primary trends, including: 1)

increasing onshore drilling activity; 2) greater wellsite costs as a result of escalating

operational complexity; 3) growing service intensity; and 4) more stringent

environmental regulation.

Increase of Onshore Drilling Activity

The need for E&P investment and related NDT service support has grown in

tandem with greater onshore drilling activity. Industry sources agree that the

“easy” energy sources are becoming scarce as a result of this increase in activity. In

response, E&P companies allocated a record high $678 billion in 2013 to capital

spending, a increase of 10.0% from 2012.

The migration towards advanced extraction techniques and processes, such as

directional drilling and hydraulic fracturing has been dramatic, unlocking

significant reserves in unconventional formations. However, the use of new

drilling techniques has resulted in much higher production decline rates between

resource plays: while a standard

vertical well historically

experienced decline rates of about

20% to 30% in its first year of

production, initial observations

suggest a first year decline rate in

excess of 60% for natural gas and

liquid-rich shale plays. This shift

is expected to drive shorter

duration, but more frequent

expansionary drilling activity.

CHART I supports the increased

importance of wellsite NDT

services as operators are forced to

drill more wells in closer

proximity to maintain the

production levels of their

positions.

CHART I: Rising Well Count and Footage Drilled

Source: Analyst Research

U.S

. W

ell

Dri

lled

(00

0s)

Fo

ota

ge

Dri

lled

(m

m f

t.)

Average Footage Drilled Per Well

2009: 6,233 ft. 2013: 7,284 ft.

34 40

45 47 48

0

10

20

30

40

50

60

2009 2010 2011 2012 2013

215 264

311 335 346

0

75

150

225

300

375

450

2009 2010 2011 2012 2013

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Escalating Operational Complexity Resulting in Greater Wellsite Costs

The widespread adoption of advanced drilling techniques has culminated in

significantly higher service intensity levels and wellsite costs that average two to

three times more than conventional methods. According to an EIA analysis of

well-related expenses in the Eagle Ford, Marcellus and Bakken shale plays, the

average cost of drilling horizontal wells can range from $6.5 million to $9.0 million

compared to approximately $2.0 million to $5.0 million for conventional vertical

wells. Driving these escalating costs are the greater lateral lengths and fracturing

stages per well that characterize unconventional drilling applications (reflected in

CHARTS J and K). Notably, the extended lengths of underground infrastructure

required for horizontal drilling increase the incidence of malfunction.

Growing Service Intensity

In combination with a shift by operators in the United States from dry gas to more

liquid-rich oil reserves and geographies, additional services are required to manage

the extraction and separation of

hydrocarbons. Notably, advanced

gas systems are one of several add-on

services provided in liquid-focused

regions. CHART L illustrates the

compounding service intensity

factors by: (i) drilling convention and

(ii) natural resource type.

CHART J: Increasing Lateral Lengths CHART K: More Fracturing Stages

Source: Baker Hughes, Analyst Research Source: Baker Hughes, Analyst Research

0

5

10

15

20

25

30

35

40

45

Bakken Eagle Ford Fayetteville Haynesville Marcellus Woodford

Av

erag

e F

rac

Sta

ges

Per

Wel

l

2008 2009 2010 2011

2008 Average: 9 Stages

2011 Average: 25 Stages

0

2,000

4,000

6,000

8,000

10,000

12,000

Bakken Eagle Ford Fayetteville Haynesville Marcellus Woodford

Av

erag

e L

ater

al L

eng

th (

Fee

t)

2008 2009 2010 2011

2008 Average: 4,060 ft.

2011 Average: 8,333 ft.

CHART L: Compounding Service Intensity

Source: Baker Hughes, Analyst Research

1.0x

4.0x

8.0x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

Vertical Well Horizontal

Gas Well

Horizontal Oil

Well

Ser

vic

e In

ten

sity

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Greater Emphasis on Environmental Regulation

In the onshore market, the shift to more challenging resource plays and the use of

service-intensive extraction techniques are drawing scrutiny and increased

compliance requirements from regulators and environmental advocacy groups.

Safety concerns around drilling in complex formations, coupled with the real and

perceived environmental fears related to hydraulic fracturing and groundwater

contamination (particularly in densely populated and earthquake prone regions)

has culminated in a renewed focus on safety, environmental sustainability and

regulatory compliance. This tightening regulatory environment, which

increasingly resembles the more stringent offshore requirements, continues to

impact the decision making of operators across the energy landscape.

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Offshore Market

The Gulf of Mexico (GOM) is one of the largest offshore hydrocarbon reserves in

the world with an estimated 6.1 billion barrels of oil and 27.2 trillion cubic feet of

natural gas. After a period of declining new drilling activity in the wake of the BP

Macondo oil spill, capital spending activity in the U.S. GOM has rebounded over

the past two years.

The production of hydrocarbons within the GOM reflects the cumulative efforts of

a wide range of parties and begins with leasing and permitting activities. Once a

permit is obtained, drilling and production activities commence, which, in turn,

lead to significant capital expenditures and the demand for production

infrastructure. During the phase for offshore production infrastructure, NDT

companies provide testing and inspection services, along with baseline mechanical

integrity (MI) services, for fabrication yard operators. NDT services are

required even after the completion of the construction phase, as a recurring base of

demand is generated upon the commissioning of production infrastructure.

Finally, new production facilities typically require the installation of new offshore

pipelines to transport the produced hydrocarbons onshore for processing. CHART

M illustrates the GOM operations process.

CHART M: GOM Oil and Gas Operations Process

Offshore Market

Overview

Offshore Pipelines Testing and inspection

services for offshore pipeline systems

z

Expanding Drilling and Production Activity

Ongoing NDT Needs Throughout the Full Production Asset Lifecycle

> 2,800Production Platforms and

Structures in the GOM, with an Average Life of 40 Years

< 40%of GOM Operators Have Fully Implemented the Mandated MI Program

Increased Regulatory Oversight –SEMS Mandatory MI Program

Permitting and Compliance Requirements for Operators

Drilling / Workplace Safety Rules

Exploration and Drilling Activity

Production Platform Fabrication and Installation

Oil and Gas Production

Offshore Pipelines

Petrochemical Plants

Refineries

Fabrication Yards Testing, inspection and

front-end MI assessments of oilfield production equipment and systems

Offshore Platforms Continual platform MI as

mandated by Safety & Environmental Management System (SEMS) and riser inspection (RADAR)

25,000

Miles of Offshore Pipelines in the GOM

30%Increase in GOM

Infrastructure Spending in 2013 to $40 Billion

Leasing Activity

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Similar to the onshore oil and gas sector, drilling and production activities in the

GOM have evolved considerably in recent years. The primary factors that continue

to shape the complexion of the U.S. offshore oil and gas industry in the GOM

include: 1) the resurgence of GOM drilling and production activity, 2) increased

capital spending and infrastructure requirements to support growth, 3) installation

of the offshore infrastructure base and 4) an increasingly stringent regulatory

environment.

Resurgence of GOM Drilling and Production Activity

Continuing its recovery from the downturn that followed the BP Macondo oil spill

of April 2010, the GOM has re-emerged as one of the world’s most prominent oil

and gas producing regions. One

of the leading indicators of the

resurgence of GOM production

is permitting activity, which has

steadily increased since the

lifting of the federally imposed,

six-month deepwater drilling

moratorium in 2010. The

number of offshore drilling

permits issued to operators in

the GOM increased by

approximately 31% from 2011 to

2013, as shown in CHART N.

In line with improved permitting and leasing trends, drilling activity in the GOM

has returned to pre-Macondo levels and continues to rise.

Increased Capital Spending and Infrastructure Requirements

The accelerated growth in drilling and production activity across both the shallow

water and, more notably, the deepwater regions of the GOM has resulted in

unprecedented levels of capital spending. For 2013, total offshore spending across

the GOM exceeded $40 billion, an increase of 30% over prior year levels.

CHART N: GOM Drilling Permits and Rig Activity,

2008 to 2013

Source: Baker Hughes, Quest Offshore Resources, Inc.

0

15

30

45

60

75

0

100

200

300

400

500

2008 2009 2010 2011 2012 2013

Deepwater Drilling Permits Shallow Water Drilling Permits

Total Rigs in the GOM

Rig CountPermits

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CHART O illustrates the

historical capital spending levels

across the shallow water and

deepwater regions of the GOM.

In conjunction with heightened

levels of offshore spending, the

movement of producers into

deeper, more demanding

regions of the GOM has driven

significant growth in fabrication

yard activity as increasing

amounts of infrastructure, such

as floating production systems

(FPS), are needed to support

deepwater production. The

growing complexity of

deepwater infrastructure assets

has contributed to the

substantial increase in the GOM

offshore fabrication backlog.

CHART P highlights this growth

since 2003 for GOM fabrication

across the types of offshore

infrastructure.

Installed Offshore Infrastructure Base

Currently, there are more than 2,800 active production structures and subsurface

facilities in the GOM, as well as more than 25,000 miles of oil and gas pipeline on

the GOM sea floor. Production operations, which are driven primarily by sustained

energy demand, are much less sensitive to changes in oil and natural gas prices

than drilling operations, as the marginal costs of operating production platforms

are relatively low. Producers will typically operate platforms for up to 40 years

because the ongoing costs to operate the platforms are minimal when

compared to the revenues generated from production. As a result of their

CHART P: GOM Offshore Fabrication Backlog

Source: Quest Offshore Resources, Inc.

CHART O: GOM Offshore Capital Spending ($ in Billions)

Source: Quest Offshore Resources, Inc.

$0

$5

$10

$15

$20

$25

$30

2008 2009 2010 2011 2012 2013

Deepwater Shallow Water

Average: $10.5 Billion

$22.5 Billion

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Metric Tonnes

Floating Production Systems Fixed Platform Drilling Other

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perpetual operating schedules, the extreme environmental conditions in which they

operate and the increasingly

stringent safety and operating

requirements, production platforms

throughout the GOM require a high

degree of inspection, maintenance

and mechanical integrity support.

According to Quest Offshore

Resources, annual operating ex-

penses across the GOM have from

$16.8 billion in 2008 to $18.3 billion

in 2013 (reflected in CHART Q).

Increasingly Stringent Regulatory Environment

In response to the BP Macondo oil spill of April 2010, the U.S. Department of the

Interior’s offshore regulatory structure was overhauled. This reorganization

resulted in the Bureau of Ocean Energy Management, Regulation and Enforcement

(BOEMRE), which, on October 1, 2011, was divided into two individual entities:

the Bureau of Ocean Energy Management (BOEM) and the Bureau of Safety and

Environmental Enforcement (BSEE). Since its creation, the BSEE has undertaken

aggressive and comprehensive reforms to offshore oil and gas regulation, provid-

ing clarification as to the minimum inspection standards and strengthening a range

of requirements from well design and workplace safety to corporate accountability,

as depicted in CHART R.

CHART R: Major Legislation Affecting the Offshore Oil and Gas Industry

CHART Q: Offshore Opex Spending

($ in Billions)

Source: Quest Offshore Resources, Inc.

$5.7 $6.2 $6.7 $7.1 $7.3 $7.6

$11.1$11.2 $11.3 $10.8 $10.6 $10.5

$16.8$17.4 $17.9 $17.9 $17.8 $18.1

$0

$5

$10

$15

$20

2008 2009 2010 2011 2012 2013

Deepwater Shallow Water

Workplace Safety Rule

(October 2010)

Applies to all offshore oil and gas operations in federal waters and makes mandatory the previously voluntary practices in the API’s Recommended Practice 75 (RP 75)

Requires that offshore oil and gas operators develop and maintain a SEMS program with the initial SEMS audits to be completed by November 2013

A SEMS program is a comprehensive management program for identifying, addressing and managing operational safety hazards and impacts

Requires all operators to implement a comprehensive mechanical integrity program for all equipment and systems used in the production of hydrocarbons and report annual performance measures data to the BSEE

Drilling Safety Rule

(August 2012)

Prescribes heightened equipment standards, safety practices and environmental safeguards that must be met prior to the commencement of exploration and development activities

Permit applications for drilling projects must meet new standards for well-design, casing and cementing, and be independently certified by a professional engineer – operators must demonstrate that they are prepared to deal with a potential blowout and worst-case discharge

Modified Workplace Safety Rule – SEMS II

(April 2013)

Enhances the original SEMS rule by supplementing operators’ SEMS programs with greater employee participation and oversight, while also improving guidelines for reporting unsafe work conditions to BSEE

Imposes new requirements for job safety analysis, stop work authority, employee participation plans and mandatory audits to be conducted by accredited third-parties

Audits of SEMS II compliance must be completed by June 2015

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Overview of the Midstream Energy Sector

Current North American midstream infrastructure exceeds 2.5 million miles of

pipeline that transport trillions of cubic feet of natural gas and hundreds of billions

of ton-miles of liquid petroleum products each year. This existing midstream

infrastructure network creates annual spending in excess of $6 billion for

maintenance, inspection and integrity services.

CHART S: The Midstream Infrastructure

Long-term industry trends have created demand for NDT, integrity and

maintenance services among midstream asset owners and operators. The three

primary trends are: 1) an aging midstream infrastructure, 2) increasingly stringent

regulatory requirements and 3) the transformation of domestic midstream

infrastructure in response to the development of new shale locations.

Midstream Energy

Sector Overview

z

Gathering Pipeline

Trucks/Barges

NG/NGL/Oil Pipeline

Crude Oil Refining/NGL Fractionation

Storage

Trucks/Barges

NG/NGL/Refined Products Pipelines

Gas Processing and Compression

Manufacturing Petrochemical Power

Generation

Recurring Maintenance, Repair and Testing Demands

Increasing Regulatory, Safety and Environmental Requirements

Proliferation of Shale Plays

2.5 Million

Miles of Pipeline in the United States

400Number of Domestic Underground Storage

Facilities

525Number of Domestic

Gas Processing Facilities

1,400Number of Natural Gas Compressor Stations in

the United States

Extensive New Infrastructure Construction Needs

Enforces safe operation of U.S. pipeline transportation and infrastructure

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An Overview of Nondestructive Testing | BlackArch Partners | 16

Aging Midstream Infrastructure

The North American midstream infrastructure is aging and requires consistent

maintenance, and inspection. Approximately 50% of non-distribution pipelines in

the United States are more than 40 years old, and an estimated 30% of existing

pipelines are beyond their useful lives. CHART T illustrates the estimated age

distribution of domestic pipeline infrastructure for gas transmission and gathering,

hazardous liquids and gas distribution infrastructure, respectively.

CHART T: Aging Midstream Infrastructure

Increasingly Stringent Regulatory Requirements

Mirroring the broader energy landscape, the midstream infrastructure sector has

become subject to increasingly stringent regulatory requirements and escalating

costs of non-compliance. Pressure to strengthen regulation has resulted from a

handful of major incidents, including the San Bruno pipeline explosion in 2010 and

the Enbridge Energy oil spill into the Kalamazoo River in 2010, which was the

largest and most costly on-land oil spill in U.S. history. Disasters such as these over

the past decade drove major legislation changes that have affected midstream asset

owners and operators. CHART U (following page) presents a summary of recently

implemented legislation.

Gas Transmission

and Gathering

Hazardous

Liquids

Gas

Distribution

Source: U.S. Department of Transportation

59%

32%

9%

56%36%

8%

31%

50%

19%

56.0% 36.0%

8.0%

> 40 Years 10 Years to 40 Years < 10 Years

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An Overview of Nondestructive Testing | BlackArch Partners | 17

CHART U: Aging Midstream Infrastructure

Shale Development Drives Transformation of Midstream Infrastructure

The development of new drilling techniques such as hydraulic fracturing and

horizontal drilling have enabled exploration and production firms to access trapped

hydrocarbons that were previously considered inaccessible. The result has been a

significant migration of production activity and investment directed at North

American unconventional liquids-rich shale plays. However, these liquids-rich

plays are underserved by existing midstream infrastructure. The significant

geographic disparity between new shale plays and legacy infrastructure confirms

that existing pipelines are not suited to access new production locations.

Pipeline Safety Improvement

Act (2002)

Mandates pipeline operators and owners prepare and implement an Integrity Management Program Requires owners to identify High Consequence Areas in the area of their assets, conduct risk analysis,

perform baseline integrity assessment and inspect the entire pipeline system on a prescribed schedule

Pipeline Safety, Regulatory Certainty and Job Creation

Act (2012)

Increases the maximum fines for safety violations to $250,000/day for a single violation, and to $2.5 million for a series of violations

Permits the DOT Secretary to evaluate whether integrity management should be expanded Permits the DOT Secretary to mandate use of remote-controlled shutoff valves

49 CFR Part 192 (2010) Requires operators of gas distribution pipelines to develop and implement integrity management

programs (DIMP), including threat identification, risk assessment, risk mitigation strategies, regular testing and reporting

Pipeline Inspection and Protection Act (PIPES) (2006)

Establishes minimum standards for Integrity Management Programs regarding distribution pipelines Sets standards for maintaining hydrocarbon pipelines to minimize erosion and corrosion Statutes enforceable by DOT

Key Legislation Direct Implications for Owners/Operators of Midstream Infrastructure

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An Overview of Nondestructive Testing | BlackArch Partners | 18

Overview of the Downstream Energy Sector

The downstream energy sector is comprised primarily of refineries and

petrochemical plants. Refineries engage in the distillation of crude oil,

re-distillation of unfinished petroleum derivatives and other processes to produce

gasoline, kerosene and residual fuel oils. Approximately 143 refineries are

currently located in the United States. Over the last three decades, consolidation

among refinery owners and a trend towards expanding existing facilities rather

than building new refineries have driven an increase in average refining capacity

per facility from 70,000 barrels per day (bpd) in 1985 to 125,000 bpd in 2013. At the

same time, U.S. refineries continue to operate at extremely high utilization rates

that have averaged more than 85% since 1990. The perpetual uptime and extreme

operating requirements placed on the assets in the petrochemical refinery sector

have resulted in significant needs for NDT, maintenance and repair

services. As a result, industry operators have turned to service providers to

implement mechanical integrity programs that provide continual evaluation and

preventative maintenance to reduce downtime and maximize operating capacity.

The main trends have shaped the development of the downstream energy sector,

including: 1) the increasing worldwide use of petroleum-based products, 2) the

lack of capital expenditure on new equipment and 3) generating the capability for

international trade of LNG resources.

Increasing Use of Petroleum-Based Products

The increased worldwide use of petroleum-based products was a considerable

driver of expansion in the downstream energy end market. Hydrocarbon

processing is becoming increasingly ingrained in the global economy and

developing nations, such as China, India and Brazil, are new centers of

hydrocarbon demand. Notably, large-scale refinery maintenance projects create

significant demand for NDT service providers. Although individual refining units

do not typically need servicing on an annual basis, on average, the refining

industry spends a relatively stable amount on large-scale maintenance projects each

year.

Downstream

Energy Sector

Overview

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An Overview of Nondestructive Testing | BlackArch Partners | 19

Necessary Capital Expenditure

In addition to refineries, there are currently several hundred major petrochemical

processing plants in the United States and internationally. Historically low costs of

feedstock materials, which are favorably impacted by upstream trends in U.S. shale

gas, have driven recent increases in utilization across the petrochemical sector.

Consequently, a significant amount of capital investment is being directed towards

new facilities and restarts of once-idle plant locations. Total capital and

maintenance spending in the hydrocarbon processing sector exceeded $225 billion

in 2013, a 9.5% increase from 2010 levels. Furthermore, maintenance and repair

expenditures and capital spending within the refining and petrochemical and gas

processing segments have grown at a 4.3% and 2.0% CAGR, respectively, since 2007

and exceeded $16.7 billion and $9.7 billion, respectively, in total for 2013 (reflected

in the charts below).

Prospects for the Exporting of LNG

The proliferation of domestic shale plays has dramatically altered the global

hydrocarbon marketplace and expanded international trade of LNG. The

migration of E&P activity and investment directed towards significant shale

resources has led to radical increases in domestic oil and gas production, resulting

in abundant natural gas reserves, estimated to exceed a 140-year domestic supply.

Shale gas has recently overtaken onshore conventional and offshore supply sources

as the leading natural gas production source.

CHART X: U.S. Downstream Maintenance and

Repair Expenditures, 2007 to 2013

CHART Y: U.S. Downstream Capital Spending,

2007 to 2013 ($ in Billions) ($ in Billions)

Source: HPI Market Data Source: HPI Market Data

4.3% CAGR from 2007 to 2013

$5.4$5.7

$6.0$6.3 $6.5 $6.6

$7.0

$7.6$8.0

$8.4$8.7 $8.8

$9.2$9.7

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

2007 2008 2009 2010 2011 2012 2013E

Refining Petrochemical & Gas Processing

2.0% CAGR from 2007 to 2013

$3.5

$4.2$4.7

$4.2 $4.4 $4.2 $4.3

$5.1$5.4

$6.0

$5.1 $5.3 $5.4 $5.4

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

2007 2008 2009 2010 2011 2012 2013E

Refining Petrochemical & Gas Processing

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An Overview of Nondestructive Testing | BlackArch Partners | 20

In the last three years alone, the Department of Energy has approved four LNG

terminals to export to countries without free trade agreements with the United

States. The four facilities including the Lake Charles, Louisiana terminal (2013), the

Cove Point, Maryland facility (2013), the Sabine Pass, Louisiana terminal (2011) and

the Freeport, TX facility (2013), highlight the speed with which the U.S. is accepting

its role as a prominent LNG exporter.

NDT providers offer a critical service to asset owners and operators in the energy

sector. As activity in the oil and gas industry has rebounded dramatically from its

low point during the recent recession, firms have needed to invest in equipment

and infrastructure to meet the rising demand for energy. NDT services improve the

profitability of oil and gas operators by improving facility operation efficiency and

reducing the incidence of machine failure and malfunction, while ensuring that

equipment complies with the increasingly stringent environmental regulations in

place. BlackArch Partners believes the value-add services of NDT providers will

continue to serve an important role in the oil and gas sector. Our Energy team has

recent transaction experience with companies that are active in the NDT space and

we are happy to share our thoughts on the industry.

Conclusion

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An Overview of Nondestructive Testing | BlackArch Partners | 21

Contact

Will Cooper, Managing Director

(704) 414-6305

[email protected]

Drew Quartapella, Managing Director

(704) 414-6301

[email protected]

Energy Sector

Team

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BlackArch Partners is a leading middle-market investment bank offering a full spectrum of

advisory services to financial sponsors, private companies and diversified

corporations. BlackArch addresses the needs of entrepreneurs, founders and shareholders of

private companies with specialized services that include M&A advisory, strategic advisory

and private capital solutions. Based in Charlotte, N.C., with offices in Houston, T.X.,

BlackArch features a total of 12 industry-focused practices that covers all sectors of interest

to middle-market investors, and its professionals have closed over 300 transactions in 16

countries on four continents.

Visit and Connect: BlackArch

Website

EMAIL

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PHONE

704.414.6300

CHARLOTTE NC

227 West Trade Street

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Charlotte, NC 28202

704.414.6300

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Houston, TX 77027

713.380.4300

An Overview of Nondestructive Testing | BlackArch Partners | 22

EMAIL

[email protected]

PHONE

704.414.6300

CHARLOTTE NC

227 West Trade Street

Suite 2200

Charlotte, NC 28202

704.414.6300

HOUSTON TX

4400 Post Oak Parkway

Suite 2370

Houston, TX 77027

713.380.4300

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We invite you to explore the many BlackArch Reports available for immediate download on our website:

BlackArch ‘s Clients Share

Their Experiences Working With Us

Explore the

BlackArch Library

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Achieving Superior Outcomes

Alternative Private Capital Solutions

BlackArch’s Roadmap for ActionTM

Communication & Confidentiality:

Strategies for a Smooth Transition

Economics of Equity Rollover

Globalization of the Middle Market

Introduction to Private Company Valuation

M&A Market Overview

Rise of the Strategic Acquiror

Strategic Alternatives for Liquidity

The Why’s and How’s of Creating an Equity

Incentive Plan for Senior Management

Transitional Capital Solutions

“We have chosen to work with BlackArch on multiple occasions due to their

balanced approach of not only maximizing shareholder value but also addressing

the various objectives of management teams as well as buyers. As a result, we have

developed enormous trust in the BlackArch team to get all parties focused on

agreeing to the key terms necessary to get a transaction closed. We value the

personal connection we have developed with their team and look forward to

working with them again.”

- Bob Horne and Nick Burger, Partners ZS Fund L.P.

“If you want to have the best group represent you and your company, BlackArch is

that group. During our process, they were consummately professional and

extremely knowledgeable on all the details that you need experts to be focused on.

Their hard work helped us exceed the results we expected when we initiated a

transaction. It’s a no-brainer; hire these guys and they’ll take good care of you!”

-Mike Sechrist; CEO, ProTransport-1

“The entire team at BlackArch Partners worked literally day and night to meet an

aggressive schedule and pull the many diverse players in this transaction together.

Their deep executive team was a real asset to our management team and the

process for all parties. I gained the utmost confidence in their advice and trusted

their judgment as they managed the process to a successful close. I wouldn’t

hesitate to work with them again in the future.”

-Sterling Baker; CEO, Jones & Frank

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The information, opinions and views contained in this white paper were prepared by BlackArch Partners LP

(“BlackArch Partners”), and as such constitute BlackArch Partners’ judgment, and are subject to change

without notice. The information presented in this white paper is provided for informational purposes by

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While the information contained herein is believed by BlackArch Partners to be reliable, BlackArch Partners

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responsible for any loss or damage that could result from the utilization of any information or services made

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Securities offered through BlackArch Securities LLC, member of FINRA and SIPC.

CHARLOTTE NC

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704.414.6300

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Suite 2370

Houston, TX 77027

713.380.4300

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