Exhibit 99.3
TEAM, INC.
Unaudited Pro Forma Condensed Consolidated Financial Information
On August 14, 2022, Team, Inc. (the Company) entered into that certain Equity Purchase Agreement (the Sale Agreement) with Baker Hughes Holdings LLC, a Delaware limited liability company (Buyer), pursuant to which Buyer will acquire all of the issued and outstanding equity interests of a wholly-owned subsidiary of the Company, TQ Acquisition, Inc., a Texas corporation (TQ Acquisition) (the Transaction). On November 1, 2022 and in accordance with the Sale Agreement, the Company completed the Transaction.
The following unaudited pro forma condensed consolidated financial information of the Company is derived from the Companys historical consolidated financial statements and should be read in conjunction with the audited financial statements and notes thereto appearing in the Companys Annual Report on Form 10-K for the year ended December 31, 2021 and the unaudited financial statements and notes thereto appearing in the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2022.
The unaudited condensed consolidated financial statements and accompanying notes reflect the impact of the Transaction as if it had occurred on June 30, 2022 for the unaudited pro forma condensed consolidated balance sheet and on January 1, 2021, the beginning of the earliest period presented, for the unaudited pro forma condensed consolidated statements of operations.
The unaudited pro forma condensed consolidated financial information has been presented for the informational purposes only and is not indicative of any future results of operations or the results that might have occurred if the Transaction had actually been completed on the indicated dates. The unaudited pro forma condensed consolidated financial information is based on managements estimate of the effects on the financial statements of the Transaction. Pro forma adjustments are based on currently available information, historical results and certain assumptions that management believes are reasonable and described in the accompanying notes.
1
TEAM, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2022
(in thousands)
| Historical | Sale of TQ Acquisition (1) |
Pro Forma Adjustments |
Pro Forma | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Cash and cash equivalents |
$ | 67,446 | $ | 10,647 | $ | 33,222 | (2) | $ | 90,021 | |||||||||
| Accounts receivable, net |
215,408 | 29,289 | | 186,119 | ||||||||||||||
| Inventory |
36,179 | 287 | | 35,892 | ||||||||||||||
| Income tax receivable |
4,351 | | 361 | (3) | 4,712 | |||||||||||||
| Prepaid expense and other current assets |
70,424 | 5,177 | | 65,247 | ||||||||||||||
| Property, plant and equipment, net |
157,039 | 16,595 | | 140,444 | ||||||||||||||
| Operating lease right of use assets |
52,925 | 1,979 | | 50,946 | ||||||||||||||
| Intangible assets, net |
83,216 | 1,389 | | 81,827 | ||||||||||||||
| Goodwill |
24,547 | 24,547 | | | ||||||||||||||
| Other assets |
12,261 | 93 | | 12,168 | ||||||||||||||
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| Total assets |
723,796 | 90,003 | 33,583 | 667,376 | ||||||||||||||
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| LIABILITIES AND EQUITY | ||||||||||||||||||
| Accounts payable |
38,407 | 2,545 | | 35,862 | ||||||||||||||
| Current portion of long-term debt and lease obligations |
501,593 | 786 | (208,845 | ) | (4) | 291,962 | ||||||||||||
| Other accrued liabilities |
128,757 | 12,774 | | 115,983 | ||||||||||||||
| Long-term liabilities |
54,490 | 1,337 | (1,265 | ) | (5) | 51,888 | ||||||||||||
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| Total liabilities |
723,247 | 17,442 | (210,110 | ) | 495,695 | |||||||||||||
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| Common stock |
12,962 | | | 12,962 | ||||||||||||||
| Additional paid in capital |
445,210 | | | 445,210 | ||||||||||||||
| Accumulated deficit |
(425,774 | ) | 72,561 | 243,693 | (6) | (254,642 | ) | |||||||||||
| Accumulated other comprehensive loss |
(31,849 | ) | (31,849 | ) | ||||||||||||||
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| Total stockholders equity |
549 | 72,561 | 243,693 | 171,681 | ||||||||||||||
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| Total liabilities and stockholders equity |
$ | 723,796 | $ | 90,003 | $ | 33,583 | $ | 667,376 | ||||||||||
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| 1 | Represents carving out assets and liabilities associated with Quest Integrity. |
| 2 | Represents a combined effect of net sale proceeds of $271.6 million (calculated as gross sale proceeds of $279.0 million less cost to sell of $7.4 million which includes estimated commissions of $3.7 million and legal and professional fees of $3.7 million) and the actual amount of pay down on the Atlantic Park debt in the amount of $238.3 million. |
| 3 | Represents an increase of income tax receivable as a result of the Transaction. |
| 4 | Consists of (a) $238.3 million pay down of Atlantic Park debt and (b) $0.3 millionwrite off of the related portion (93.0%, calculated as $238.3 million of the total principal balance on Atlantic Park debt as of June 30, 2022 in the amount of $256.2 million) of unamortized debt issuance cost and debt and warrant discount. |
| 5 | Represents a reduction of deferred tax liabilities as a result of the Transaction. |
| 6 | Represents a combined effect of the adjustments on the retained earnings: net sale proceeds of $271.6 million, write off of an unamortized balance of debt issuance cost and debt discount of $29.5 million and income tax impact of $1.6 million (adjustments 3 and 5 above). |
2
TEAM, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2022
(unaudited, in thousands, except per share data)
| Historical | Sale of TQ Acquisition (1) |
Pro Forma Adjustments |
Pro Forma | |||||||||||||||||
| Revenues |
$ | 469,841 | $ | 59,264 | $ | | $ | 410,577 | ||||||||||||
| Operating expenses |
344,790 | 27,456 | | 317,334 | ||||||||||||||||
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| Gross margin |
125,051 | 31,808 | | 93,243 | ||||||||||||||||
| Selling, general and administrative expenses |
144,034 | 17,590 | 126,444 | |||||||||||||||||
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| Operating income (loss) |
(18,983 | ) | 14,218 | | (33,201 | ) | ||||||||||||||
| Interest expense, net |
(37,085 | ) | (30 | ) | 17,083 | (2) | (19,972 | ) | ||||||||||||
| Other income (expense) |
4,178 | (2,258 | ) | | 6,436 | |||||||||||||||
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| Income (loss) before income taxes |
(51,890 | ) | 11,930 | 17,083 | (46,737 | ) | ||||||||||||||
| Provision for income taxes |
(2,124 | ) | (543 | ) | (1,137 | ) | (3) | (2,718 | ) | |||||||||||
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| Net income (loss) |
$ | (54,014 | ) | $ | 11,387 | $ | 15,946 | $ | (49,455 | ) | ||||||||||
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| Income (loss) per common share: |
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| Basic and diluted |
$ | (1.34 | ) | $ | 0.28 | $ | 0.40 | $ | (1.22 | ) | ||||||||||
| Weighted-average number of shares outstanding: |
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| Basic and diluted |
40,454 | 40,454 | 40,454 | 40,454 | ||||||||||||||||
| 1 | Represents carving out historical income statement amounts associated with Quest Integrity. |
| 2 | Consist of (a) $17.6 million - a reduction of interest expense and amortization of debt issuance cost and debt discount after applying the net sale proceeds to pay down a portion of debt as of January 1, 2021, calculated as 95.3% of the actual interest expense (95.3% of debt pay down is calculated as a proportion of the Atlantic Park debt outstanding as of January 1, 2021) and (b) $0.5 million - additional interest incurred after the transaction due to additional borrowing needed on the revolver to cover the reduced cash flow (calculated using average interest rate on the revolver). |
| 3 | Represents an income tax impact of the Transaction. |
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TEAM, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2021
(unaudited, in thousands, except per share data)
| Historical | Sale of TQ Acquisition (1) |
Pro Forma Adjustments |
Pro Forma | |||||||||||||||||
| Revenues |
$ | 874,553 | $ | 80,356 | $ | | $ | 794,197 | ||||||||||||
| Operating expenses |
660,118 | 43,617 | | 616,501 | ||||||||||||||||
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| Gross margin |
214,435 | 36,739 | | 177,696 | ||||||||||||||||
| Selling, general and administrative expenses |
275,785 | 24,078 | | 251,707 | ||||||||||||||||
| Goodwill impairment charge |
64,632 | 8,795 | | 55,837 | ||||||||||||||||
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| Operating loss |
(125,982 | ) | 3,866 | | (129,848 | ) | ||||||||||||||
| Interest income (expense), net |
(46,308 | ) | (230 | ) | 28,119 | (2) | (17,959 | ) | ||||||||||||
| Gain on sale of TQ Acquisition |
| | 193,619 | (3) | 193,619 | |||||||||||||||
| Other income (expense) |
(2,520 | ) | (2,375 | ) | | (145 | ) | |||||||||||||
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| Income (loss) before income taxes |
(174,810 | ) | 1,261 | 221,738 | 45,667 | |||||||||||||||
| Provision for income taxes |
(11,209 | ) | (2,413 | ) | 149 | (4) | (8,647 | ) | ||||||||||||
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| Net income (loss) |
$ | (186,019 | ) | $ | (1,152 | ) | $ | 221,887 | $ | 37,020 | ||||||||||
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| Income (loss) per common share: |
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| Basic and diluted |
$ | (6.01 | ) | $ | (0.04 | ) | $ | 7.16 | $ | 1.20 | ||||||||||
| Weighted-average number of shares outstanding: |
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| Basic and diluted |
30,975 | 30,975 | 30,975 | 30,975 | ||||||||||||||||
| 1 | Represent carving out historical income statement amounts associated with Quest Integrity. |
| 2 | This amount consist of (a) $28.7 million - a reduction of interest expense and amortization of debt issuance cost and debt discount after paying off sale proceeds were applied to pay off a portion of debt at 1/1/2021 calculated as 95.3% of the actual interest expense (95.3% is calculated as a proportion of the debt payoff assumed at January 1, 2021) and (b) $0.5 million - additional interest incurred after the transaction due to additional borrowing needed on the revolver to cover the reduced cash flow (calculated using average interest rate on the revolver). |
| 3 | Represents a proforma gain on the Transaction as of January 1, 2021 calculated as follows (in thousands): |
| Gross purchase price |
280,000 | |||
| Quest Integrity cash balance |
9,619 | |||
| Net indebtedness |
(9,014 | ) | ||
| Quest intercompany settlement |
(2,190 | ) | ||
| Working capital adjustment |
577 | |||
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| Net consideration |
278,992 | |||
| Assets |
95,841 | |||
| Liabilities |
(17,902 | ) | ||
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| Net assets disposed of |
77,939 | |||
| Adjustment for transaction cost |
(7,434 | ) | ||
| Proforma gain on disposal |
193,619 |
| 4 | Represents a tax impact on the Transaction. |
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