KLX Energy Services 8K third quarter financial guidance | KLXE 22 Oct 18

Exhibit 99.5

Unaudited pro forma condensed combined financial statements

The unaudited pro forma condensed combined financial statements set forth below are based on and have been derived from the historical annual and interim financial statements of KLX Energy Services Holdings, Inc. (“KLX Energy Services” or the “Company”) and Motley Services, LLC (“Motley”), including our unaudited condensed balance sheet as of July 31, 2018, our unaudited condensed statements of earnings (loss) for the six months ended July 31, 2018 and 2017, our audited statement of earnings (loss) for our fiscal year ended January 31, 2018, Motley’s unaudited condensed balance sheet as of June 30, 2018, Motley’s unaudited condensed statements of operations for the six months ended June 30, 2018 and 2017 and Motley’s audited statement of operations for its fiscal year ended December 31, 2017. Our historical financial statements include allocations of certain expenses from KLX Inc. (“KLX”), including expenses for costs related to functions such as treasury, tax, accounting, legal, internal audit, human resources, public and investor relations, general management, shared information technology systems, corporate governance activities and centrally managed employee benefit arrangements. These costs may not be representative of the future costs we will incur as an independent, publicly-traded company and do not include certain additional costs we expect to incur as an independent, publicly-traded company.

Our fiscal year ends on January 31 of each year while Motley’s fiscal year ends on December 31 of each year. The difference in fiscal periods for KLX Energy Services and Motley is considered to be immaterial. Accordingly, the unaudited pro forma condensed combined financial statements for each period are presented on the basis of KLX Energy Services’ fiscal year and combine the historical results of the fiscal and interim periods of KLX Energy Services and Motley with no related adjustments.

The unaudited pro forma condensed combined balance sheet gives effect to the spin-off of KLX Energy Services from KLX (the “Spin-Off”), the debt financing and the acquisition of Motley by the Company (the “Acquisition”) as if each had occurred on July 31, 2018. The unaudited pro forma condensed combined statements of earnings (loss) for the six months ended July 31, 2018 and July 31, 2017, the fiscal year ended January 31, 2018 and the twelve months ended July 31, 2018 give effect to the Spin-Off, the debt financing and the Acquisition as if each had occurred on February 1, 2017. In management’s opinion, the unaudited pro forma condensed combined financial statements reflect adjustments that are both necessary to present fairly the unaudited pro forma condensed combined statements of earnings and the unaudited pro forma condensed combined financial position of our business as of and for the periods indicated, and the pro forma adjustments are based on currently available information and assumptions we believe are reasonable, factually supportable, directly attributable to our

separation from KLX and acquisition of Motley and, for purposes of the pro forma condensed combined statements of earnings (loss), are expected to have a continuing impact on us.

The unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and are not intended to represent what our results from operations or financial position would have been had the Spin-Off, the debt financing and the Acquisition occurred on the dates indicated. The unaudited pro forma condensed combined financial statements also should not be considered indicative of our future results of operations or financial position.

The following unaudited pro forma condensed combined statements of earnings and unaudited pro forma condensed combined balance sheet give pro forma effect to the following:

· the contribution by KLX of its energy services business to us, as a result of which we now own, directly or indirectly, the operations comprising and the entities that comprise KLX Energy Services, including all liabilities of such business at the Spin-Off distribution date;

· the distribution of our common stock to KLX stockholders at a 0.4 to 1.0 distribution ratio;

· a $50 million capital contribution by KLX to KLX Energy Services;

· our acquisition of Motley on the terms provided for in the Unit Purchase Agreement; and

· the debt financing and the use of proceeds therefrom.

The unaudited Acquisition pro forma adjustments reflect adjustments related to:

· changes in cash on hand provided in connection with the debt financing;

· changes in indebtedness incurred in connection with the debt financing, and resulting from the indebtedness of Motley to be repaid by the Sellers on the closing of, and not assumed by KLX Energy Services in, the Acquisition;

· transaction fees and debt issuance costs incurred in connection with the debt financing;

· changes in interest expense resulting from the debt financing, including amortization of estimated debt issuance costs, and resulting interest expense not incurred on the indebtedness of Motley not assumed by KLX Energy Services in the Acquisition;

· goodwill recorded due to a preliminary purchase price allocation related to the Acquisition; and

· the equity impact of eliminating historical balances and issuing stock in conjunction with the Acquisition.

As a stand-alone public company, we will incur additional recurring costs. We expect recurring annual costs to be approximately $8.0 million higher than the expenses historically allocated to

us from KLX, reflecting 100% allocation of dedicated corporate resources and the higher expected revenues.

The significant assumptions involved in determining our estimates of recurring costs of being a stand-alone public company include:

· costs to perform financial reporting, tax, regulatory compliance, corporate governance, audit, Sarbanes-Oxley Act compliance, treasury, legal, internal audit and investor relations activities;

· compensation and benefits reflecting 100% allocation of dedicated corporate level executive positions such as CEO, CFO and the Board of Directors; and

· the type and level of other costs expected to be incurred.

No pro forma adjustments have been made to our financial statements to reflect the additional costs and expenses described above because they are projected amounts based on judgmental estimates and would not be factually supportable.

We currently estimate that we will incur the following non-recurring expenses that we will incur during our fiscal year ended January 31, 2019: (1) $3.8 million of costs and expenses allocated by our former parent during the first quarter associated with its strategic alternatives review; (2) $8.8 million of costs and expenses allocated by our former parent during the second and third quarters associated with the Spin-Off; (3) $10.7 million of non-cash compensation expense recorded during the third quarter associated with the acceleration of unvested shares of KLX Inc. common stock held by KLX Energy Services employees related to the sale of KLX to Boeing; and (4) approximately $3.0 to $5.0 million of costs and expenses to be incurred during the third and fourth quarters associated with our transition to being a stand-alone public company. We have not adjusted the accompanying unaudited pro forma condensed combined statements of earnings (loss) for these estimated expenses as they are not expected to have an ongoing impact on our operating results. We anticipate that substantially all of these expenses will be incurred within 6 to 12 months of the Spin-Off distribution date. These expenses primarily relate to the following:

· accounting, tax and other professional costs pertaining to our separation and establishment as a stand-alone public company; and

· costs to establish separate information systems.

Due to the scope and complexity of these activities, the amount of these costs could increase or decrease materially, and the timing of incurrence could change.