##### 



EXHIBIT 99.3
 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
      - 14 -




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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2007
(in thousands, except for share amounts)
 T-3
    
    
    EEC
    
    
    Pro Forma
    
    
    T-3Historical
    
    
    Historical
    
    
    Adjustments
    
    
    Pro FormaASSETSCurrent assets:Cash and cash equivalents
    
    $
    31,835
    
    
    $
    767
    
    
    $
    (31,835
    )(a)
    
    $
    767Accounts receivable  trade, net
    
    
    30,931
    
    
    
    11,567
    
    
    
    
    
    
    
    42,498Inventories
    
    
    36,660
    
    
    
    11,965
    
    
    
    
    
    
    
    48,625Prepaids and other current assets
    
    
    8,741
    
    
    
    358
    
    
    
    475
    (f)
    
    
    9,574Total current assets
    
    
    108,167
    
    
    
    24,657
    
    
    
    (31,360
    )
    
    
    101,464Property and equipment, net
    
    
    25,155
    
    
    
    5,488
    
    
    
    1,481
    (e)
    
    
    32,124Goodwill, net
    
    
    71,240
    
    
    
    809
    
    
    
    46,211
    (a) (c)
    
    
    118,260Other intangible assets, net
    
    
    2,371
    
    
    
    
    
    
    
    
    
    
    
    2,371Other assets
    
    
    1,232
    
    
    
    1,526
    
    
    
    (508
    ) (e) (g)
    
    
    2,250Total assets
    
    $
    208,165
    
    
    $
    32,480
    
    
    $
    15,824
    
    
    $
    256,469LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    17,033
    
    
    $
    5,931
    
    
    $
    
    
    
    $
    22,964Accrued expenses and other
    
    
    16,422
    
    
    
    1,687
    
    
    
    
    
    
    
    18,109Current maturities of long-term debt
    
    
    
    
    
    
    4,121
    
    
    
    (4,121
    ) (b)
    
    
    Total current liabilities
    
    
    33,455
    
    
    
    11,739
    
    
    
    (4,121
    )
    
    
    41,073Long-term debt, less current maturities
    
    
    
    
    
    
    4,638
    
    
    
    36,048
    (a) (b) (g)
    
    
    40,686Other long-term liabilities
    
    
    5,010
    
    
    
    
    
    
    
    
    
    
    
    5,010Commitments and contingenciesStockholders equity:Preferred stock, $.001 par value, 25,000,000
shares authorized, no shares issued or
outstanding
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock, $.001 par value, 50,000,000
shares authorized, 12,157,645 issued and
outstanding at June 30, 2007
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12Warrants, 13,919 issued and outstanding at
June 30, 2007
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    27Additional paid-in capital
    
    
    156,104
    
    
    
    644
    
    
    
    (644
    ) (d)
    
    
    156,104Retained earnings
    
    
    11,526
    
    
    
    15,459
    
    
    
    (15,459
    ) (d)
    
    
    11,526Accumulated other comprehensive income
    
    
    2,031
    
    
    
    
    
    
    
    
    
    
    
    2,031Total stockholders equity
    
    
    169,700
    
    
    
    16,103
    
    
    
    (16,103
    )
    
    
    169,700Total liabilities and stockholders equity
    
    $
    208,165
    
    
    $
    32,480
    
    
    $
    15,824
    
    
    $
    256,469
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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2006
(in thousands, except per share amounts)
 T-3
    
    
    EEC
    
    
    Pro Forma
    
    
    T-3Historical
    
    
    Historical
    
    
    Adjustments
    
    
    Pro FormaRevenues:Products
    
    $
    121,294
    
    
    $
    39,190
    
    
    $
    (235
    )(h)(i)
    
    $
    160,249Services
    
    
    41,851
    
    
    
    
    
    
    
    400
    (i)
    
    
    42,251163,145
    
    
    
    39,190
    
    
    
    165
    
    
    
    202,500Cost of revenues:Products
    
    
    79,285
    
    
    
    29,569
    
    
    
    (135
    ) (h) (i)
    
    
    108,719Services
    
    
    23,734
    
    
    
    
    
    
    
    300
    (i)
    
    
    24,034103,019
    
    
    
    29,569
    
    
    
    165
    
    
    
    132,753Gross profit
    
    
    60,126
    
    
    
    9,621
    
    
    
    
    
    
    
    69,747Operating expenses
    
    
    31,372
    
    
    
    4,387
    
    
    
    (128
    ) (j)
    
    
    35,631Income from operations
    
    
    28,754
    
    
    
    5,234
    
    
    
    128
    
    
    
    34,116Net interest expense and other
    
    
    182
    
    
    
    271
    
    
    
    2,839
    (j) (k)
    
    
    3,292Income from continuing operations before
provision
for income taxes
    
    
    28,572
    
    
    
    4,963
    
    
    
    (2,711
    )
    
    
    30,824Provision for income taxes
    
    
    10,157
    
    
    
    
    
    
    
    788
    (l)
    
    
    10,945Income from continuing operations
    
    $
    18,415
    
    
    $
    4,963
    
    
    $
    (3,499
    )
    
    $
    19,879Continuing operations basic earnings per
common
share
    
    $
    1.74
    
    
    
    
    
    
    
    
    
    
    $
    1.87Continuing operations diluted earnings per
common
share
    
    $
    1.68
    
    
    
    
    
    
    
    
    
    
    $
    1.82Weighted average common shares outstanding:Basic
    
    
    10,613
    
    
    
    
    
    
    
    
    
    
    
    10,613Diluted
    
    
    10,934
    
    
    
    
    
    
    
    
    
    
    
    10,934
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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2007
(in thousands, except per share amounts)
 T-3
    
    
    EEC
    
    
    Pro Forma
    
    
    T-3Historical
    
    
    Historical
    
    
    Adjustments
    
    
    Pro FormaRevenues:Products
    
    $
    78,840
    
    
    $
    33,443
    
    
    $
    (192
    )(m)(n)
    
    $
    112,091Services
    
    
    20,993
    
    
    
    
    
    
    
    300
    (n)
    
    
    21,29399,833
    
    
    
    33,443
    
    
    
    108
    
    
    
    133,384Cost of revenues:Products
    
    
    49,839
    
    
    
    24,480
    
    
    
    (117
    ) (m) (n)
    
    
    74,202Services
    
    
    12,755
    
    
    
    
    
    
    
    225
    (n)
    
    
    12,98062,594
    
    
    
    24,480
    
    
    
    108
    
    
    
    87,182Gross profit
    
    
    37,239
    
    
    
    8,963
    
    
    
    
    
    
    
    46,202Operating expenses
    
    
    20,441
    
    
    
    2,497
    
    
    
    (3
    ) (o)
    
    
    22,935Income from operations
    
    
    16,798
    
    
    
    6,466
    
    
    
    3
    
    
    
    23,267Net interest expense and other
    
    
    (504
    )
    
    
    276
    
    
    
    982
    (o) (p)
    
    
    754Income from continuing operations before
provision
for income taxes
    
    
    17,302
    
    
    
    6,190
    
    
    
    (979
    )
    
    
    22,513Provision for income taxes
    
    
    6,490
    
    
    
    
    
    
    
    1,824
    (q)
    
    
    8,314Income from continuing operations
    
    $
    10,812
    
    
    $
    6,190
    
    
    $
    (2,803
    )
    
    $
    14,199Continuing operations basic earnings per
common
share
    
    $
    .96
    
    
    
    
    
    
    
    
    
    
    $
    1.26Continuing operations diluted earnings per
common
share
    
    $
    .94
    
    
    
    
    
    
    
    
    
    
    $
    1.23Weighted average common shares outstanding:Basic
    
    
    11,235
    
    
    
    
    
    
    
    
    
    
    
    11,235Diluted
    
    
    11,558
    
    
    
    
    
    
    
    
    
    
    
    11,558
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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(in thousands)
 GENERAL
  PRO FORMA ADJUSTMENTS
   (a)
    
    The following is a preliminary estimate of the purchase price for EEC and purchase
price allocation as of June 30, 2007. The purchase price payment of $71,548 has been
reflected by using T-3 cash on hand of $31,835 and borrowings of $39,713 under T-3s
amended and restated senior credit facility to satisfy the remaining cash purchase price
obligation.
 CashPurchase price
    
    $
    66,833Capital expenditures reimbursement
    
    
    4,000Working capital adjustment
    
    
    (240
    )Transaction related costs (legal and accounting fees)
    
    
    955Total purchase price
    
    $
    71,548Purchase Price AllocationEEC current assets
    
    $
    24,657EEC property and equipment
    
    
    6,969EEC other long-term assets
    
    
    854EEC current liabilities
    
    
    (7,618
    )Deferred income taxes
    
    
    475Goodwill
    
    
    46,211$
    71,548
 For purposes of this pro forma analysis, the above purchase price has been allocated based
on a preliminary assessment of the fair value of the assets and liabilities of EEC at June
30, 2007. The preliminary assessment of fair value resulted in
approximately $46,211 of
goodwill, which will be subject to periodic impairment testing instead of amortization, in
accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets. An independent third party consulting firm has been engaged to assist
us in finalizing the allocation of purchase price to property and equipment and other
intangible assets.
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(b)
    
    To eliminate EECs current maturities of long-term debt of $4,121 and long-term debt
of $4,638 due to the EEC debt being paid off concurrent with the closing of the
acquisition.(c)
    
    To record the excess purchase price over the fair value of the net assets acquired.(d)
    
    To eliminate EECs historical equity accounts.(e)
    
    To reclassify EECs construction in progress balance from other long-term assets to
property and equipment, net to conform to T-3s historical financial statement
presentation.(f)
    
    To reflect the deferred tax assets associated with the preliminary
purchase price allocation.(g)
    
    To reflect deferred loan costs of $973 incurred in connection with T-3s amended and
restated senior credit facility.
  (h)
    
    To reflect the gross-up of EEC revenues and cost of revenues associated with shipping
and handling costs in the amount of $165 to conform to T-3s historical financial
statement presentation.(i)
    
    To break out EEC service revenues and cost of revenues of $400 and $300,
respectively, to conform to T-3s historical financial statement presentation.(j)
    
    To reclassify EECs gain on sale of fixed assets of $128 from other (income) expense,
net to operating expenses to conform to T-3s historical financial statement presentation.(k)
    
    To reflect interest expense of $3,181 related to the utilization of T-3s amended and
restated senior credit facility to satisfy $39,713 of the cash purchase price obligation
at an estimated annual interest rate of 8.01% for the year ended December 31, 2006 (based
upon an average one month LIBOR plus 125 basis points). A 1/8% increase in the average
one month LIBOR rate would increase pre-tax interest expense by approximately $50 for the
year ended December 31, 2006. Also, we have reflected the removal of EECs interest
expense of $470 due to the EEC debt being paid off concurrent with the closing of the
acquisition.(l)
    
    To reflect the statutory federal income tax impact of EEC no longer being a S
Corporation for tax reporting purposes and the pro forma adjustments
to T-3s pre-tax income with an applied rate of 35%.
  (m)
    
    To reflect the gross-up of EEC revenues and cost of revenues associated with shipping
and handling costs in the amount of $108 to conform to T-3s historical financial
statement presentation.(n)
    
    To break out EEC service revenues and cost of revenues of $300 and $225,
respectively, to conform to T-3s historical financial statement presentation.(o)
    
    To reclassify EECs gain on sale of fixed assets of $3 from other (income) expense,
net to operating expenses to conform to T-3s historical financial statement presentation.(p)
    
    To reflect interest expense of $1,305 related to the utilization of T-3s amended and
restated senior credit facility to satisfy $39,713 of the cash purchase price obligation
at an estimated interest rate of 6.57% for the six months ended June 30, 2007 (based upon
an average one month LIBOR plus 125 basis points). A 1/8% increase in the average one
month LIBOR rate would increase pre-tax interest expense by approximately $25 for the six
months ended June 30, 2007. Also, we have reflected the
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removal of EECs interest expense of $326 due to the EEC debt being paid off concurrent with the closing of the acquisition.
 (q)
    
    To reflect the statutory federal income tax impact of EEC no longer being a S
Corporation for tax reporting purposes and the pro forma adjustments
to T-3s pre-tax income with an applied rate of 35%.
 - 20 -