##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Quarterly Period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from ____________to
____________
 Commission File Number: 000-19580
 T-3 ENERGY SERVICES, INC.
  Delaware
    
    76-0697390(State or Other Jurisdiction
    
    (IRS Employerof Incorporation or Organization)
    
    Identification No.)7135 Ardmore, Houston, Texas
    
    77054(Address of Principal Executive Offices)
    
    (Zip Code)
 (713) 996-4110
 þ o
 o þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



TABLE OF CONTENTS
 FORM 10-Q
 PART I
 Item
    
    Page1. Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2009 and
December 31, 2008
    
    
    1Condensed Consolidated Statements of Operations for the Three Months
Ended March 31, 2009 and 2008
    
    
    2Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2009 and 2008
    
    
    3Condensed Consolidated Statements of Comprehensive Income for the Three
Months Ended March 31, 2009 and 2008
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    52. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    133. Quantitative and Qualitative Disclosures About Market Risk
    
    
    194. Controls and Procedures
    
    
    20 Cautionary Note Regarding Forward-Looking Statements
    
    
    20PART II1. Legal Proceedings
    
    
    221A. Risk Factors
    
    
    222. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    223. Defaults Upon Senior Securities
    
    
    224. Submission of Matters to a Vote of Security Holders
    
    
    225. Other Information
    
    
    226. Exhibits
    
    
    22EX-18.1EX-31.1EX-31.2EX-32.1EX-32.2
  i




---



##### Table of Contents



T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except for share amounts)
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,352
    
    
    $
    838Accounts receivable  trade, net
    
    
    46,705
    
    
    
    47,822Inventories
    
    
    62,284
    
    
    
    58,422Deferred income taxes
    
    
    6,245
    
    
    
    5,131Prepaids and other current assets
    
    
    4,273
    
    
    
    4,585Total current assets
    
    
    120,859
    
    
    
    116,798Property and equipment, net
    
    
    49,280
    
    
    
    46,071Goodwill, net
    
    
    87,784
    
    
    
    87,929Other intangible assets, net
    
    
    34,174
    
    
    
    33,477Other assets
    
    
    2,780
    
    
    
    2,837Total assets
    
    $
    294,877
    
    
    $
    287,112LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    20,693
    
    
    $
    26,331Accrued expenses and other
    
    
    21,454
    
    
    
    19,274Current maturities of long-term debt
    
    
    57
    
    
    
    5Total current liabilities
    
    
    42,204
    
    
    
    45,610Long-term debt, less current maturities
    
    
    23,983
    
    
    
    18,753Other long-term liabilities
    
    
    1,690
    
    
    
    1,628Deferred income taxes
    
    
    10,411
    
    
    
    10,026Commitments 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,
12,547,458 shares issued and outstanding at March 31,
2009 and December 31, 2008
    
    
    13
    
    
    
    13Warrants, 10,157 issued and outstanding at March 31, 2009 and
December 31, 2008
    
    
    20
    
    
    
    20Additional paid-in capital
    
    
    173,065
    
    
    
    171,042Retained earnings
    
    
    43,856
    
    
    
    40,036Accumulated other comprehensive loss
    
    
    (365
    )
    
    
    (16
    )Total stockholders equity
    
    
    216,589
    
    
    
    211,095Total liabilities and stockholders equity
    
    $
    294,877
    
    
    $
    287,112
  1




---



##### Table of Contents



T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands except per share amounts)
 Three Months EndedMarch 31,2009
    
    
    2008Revenues:Products
    
    $
    53,341
    
    
    $
    58,027Services
    
    
    9,445
    
    
    
    11,14362,786
    
    
    
    69,170Cost of revenues:Products
    
    
    33,181
    
    
    
    35,104Services
    
    
    5,579
    
    
    
    6,89538,760
    
    
    
    41,999Gross profit
    
    
    24,026
    
    
    
    27,171Selling, general and administrative expenses
    
    
    18,078
    
    
    
    12,749Income from operations
    
    
    5,948
    
    
    
    14,422Interest expense
    
    
    (250
    )
    
    
    (892
    )Interest income
    
    
    
    
    
    
    39Other income (expense), net
    
    
    219
    
    
    
    140Income from continuing operations before
provision for income taxes
    
    
    5,917
    
    
    
    13,709Provision for income taxes
    
    
    2,097
    
    
    
    4,196Income from continuing operations
    
    
    3,820
    
    
    
    9,513Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (2
    )Net income
    
    $
    3,820
    
    
    $
    9,511Basic earnings per common share:Continuing operations
    
    $
    .30
    
    
    $
    .77Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .30
    
    
    $
    .77Diluted earnings per common share:Continuing operations
    
    $
    .30
    
    
    $
    .75Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .30
    
    
    $
    .75Weighted average common shares outstanding:Basic
    
    
    12,529
    
    
    
    12,330Diluted
    
    
    12,605
    
    
    
    12,763
  2




---



##### Table of Contents



T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 Three Months EndedMarch 31,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    3,820
    
    
    $
    9,511Adjustments to reconcile net income to net cash
provided by operating activities:Loss from discontinued operations, net of tax
    
    
    
    
    
    
    2Bad debt expense
    
    
    284
    
    
    
    32Depreciation and amortization
    
    
    2,036
    
    
    
    2,185Amortization of deferred loan costs
    
    
    57
    
    
    
    55Gain on sale of assets
    
    
    (6
    )
    
    
    Write-off of property and equipment, net
    
    
    13
    
    
    
    6Deferred taxes
    
    
    (723
    )
    
    
    45Employee stock-based compensation expense
    
    
    2,019
    
    
    
    1,013Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    (1,013
    )Equity in earnings of unconsolidated affiliate
    
    
    (194
    )
    
    
    (108
    )Changes in assets and liabilities, net of effect of
acquisitions and dispositions:Accounts receivable  trade
    
    
    3,064
    
    
    
    (1,328
    )Inventories
    
    
    (1,298
    )
    
    
    (433
    )Prepaids and other current assets
    
    
    310
    
    
    
    4,777Other assets
    
    
    158
    
    
    
    12Accounts payable  trade
    
    
    (6,503
    )
    
    
    (721
    )Accrued expenses and other
    
    
    2,115
    
    
    
    (1,252
    )Net cash provided by operating activities
    
    
    5,152
    
    
    
    12,783Cash flows from investing activities:Purchases of property and equipment
    
    
    (1,546
    )
    
    
    (3,378
    )Proceeds from sales of property and equipment
    
    
    6
    
    
    
    Cash paid for acquisitions, net of cash acquired
    
    
    (8,194
    )
    
    
    (2,318
    )Net cash used in investing activities
    
    
    (9,734
    )
    
    
    (5,696
    )Cash flows from financing activities:Net borrowings (repayments) under swing line credit facility
    
    
    1,114
    
    
    
    (3,216
    )Borrowings on revolving credit facility
    
    
    17,000
    
    
    
    Repayments on revolving credit facility
    
    
    (13,000
    )
    
    
    (8,000
    )Payments on long-term debt
    
    
    
    
    
    
    (91
    )Debt financing costs
    
    
    
    
    
    
    (20
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    2,096Proceeds from exercise of warrants
    
    
    
    
    
    
    38Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    1,013Net cash provided by (used in) financing activities
    
    
    5,114
    
    
    
    (8,180
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (18
    )
    
    
    7Net increase (decrease) in cash and cash equivalents
    
    
    514
    
    
    
    (1,086
    )Cash and cash equivalents, beginning of period
    
    
    838
    
    
    
    9,522Cash and cash equivalents, end of period
    
    $
    1,352
    
    
    $
    8,436
  3




---



##### Table of Contents



T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
 Three Months EndedMarch 31,2009
    
    
    2008Net income
    
    $
    3,820
    
    
    $
    9,511Other comprehensive loss:Foreign currency
translation adjustment, net
of tax
    
    
    (349
    )
    
    
    (604
    )Comprehensive income
    
    $
    3,471
    
    
    $
    8,907
  4




---



##### Table of Contents



T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. BASIS OF PRESENTATION
  Fair Value of Financial Instruments
  Goodwill and Other Long-Lived Assets
 Goodwill and Other Intangible Assets (SFAS 142)
 Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144)
  
    
    further, and sustained, deterioration in global economic conditions;
    
    changes in the Companys outlook for future profits and cash flows;
    
    further reductions in the market price of the Companys common stock;
    
    increased costs of capital; and/or
    
    reductions in valuations of other public companies within the Companys industry or
valuations observed in acquisition transactions within the Companys industry.
  5




---



##### Table of Contents



New Accounting Pronouncements
 Fair Value Measurements
 Business Combinations
 2. BUSINESS COMBINATIONS AND DISPOSITIONS
 Business Combinations
     6




---



##### Table of Contents



2009
    
    
    2008Fair value of tangible and intangible assets,
net of cash acquired
    
    $
    9,386
    
    
    $
    900Goodwill recorded
    
    
    
    
    
    
    1,725Total liabilities assumed
    
    
    (1,192
    )
    
    
    (307
    )Common stock issued
    
    
    
    
    
    
    Cash paid for acquisitions, net of cash
acquired
    
    $
    8,194
    
    
    $
    2,318
 Dispositions
  3. INVENTORIES
  March 31,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    7,967
    
    
    $
    8,063Work in process
    
    
    17,564
    
    
    
    14,680Finished goods and component parts
    
    
    36,753
    
    
    
    35,679$
    62,284
    
    
    $
    58,422
 4. DEBT
  7




---



##### Table of Contents



5. EARNINGS PER SHARE
  Three Months EndedMarch 31,2009
    
    
    2008Numerator:Income from continuing operations
    
    $
    3,820
    
    
    $
    9,513Loss from discontinued operations
    
    
    
    
    
    
    (2
    )Net income
    
    $
    3,820
    
    
    $
    9,511Denominator:Weighted average common shares outstanding  basic
    
    
    12,529
    
    
    
    12,330Shares for dilutive stock options, restricted
stock and warrants
    
    
    76
    
    
    
    433Weighted average common shares outstanding 
diluted
    
    
    12,605
    
    
    
    12,763Basic earnings per common share:Continuing operations
    
    $
    .30
    
    
    $
    .77Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .30
    
    
    $
    .77Diluted earnings per common share:Continuing operations
    
    $
    .30
    
    
    $
    .75Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .30
    
    
    $
    .75
  6. SEGMENT INFORMATION
   8




---



##### Table of Contents



(dollars in thousands)PressureControl
    
    Corporate
    
    ConsolidatedThree months ended March 31:2009Revenues
    
    $
    62,786
    
    
    $
    
    
    
    $
    62,786Depreciation and amortization
    
    
    1,827
    
    
    
    209
    
    
    
    2,036Income (loss) from operations
    
    
    14,851
    
    
    
    (8,903
    )
    
    
    5,948Capital expenditures
    
    
    1,338
    
    
    
    208
    
    
    
    1,5462008Revenues
    
    $
    69,170
    
    
    $
    
    
    
    $
    69,170Depreciation and amortization
    
    
    1,860
    
    
    
    325
    
    
    
    2,185Income (loss) from operations
    
    
    18,492
    
    
    
    (4,070
    )
    
    
    14,422Capital expenditures
    
    
    3,070
    
    
    
    308
    
    
    
    3,378
 7. COMMITMENTS AND CONTINGENCIES
  Chevron, U.S.A. v. Aker Maritime, Inc
    9




---



##### Table of Contents



8. STOCKHOLDERS EQUITY
 Common Stock
  Warrants
  Additional Paid-In Capital
  9. STOCK-BASED COMPENSATION
  Stock Option Awards
  Three Months EndedMarch 31,2008Expected volatility
    
    
    50.00
    %Risk-free interest rate
    
    
    2.26
    %Expected term (in years)
    
    
    4.7
  10




---



##### Table of Contents



Phantom Stock Option Awards
  Restricted Stock Awards
     Phantom Restricted Stock Awards
  10. INCOME TAXES
  11




---



##### Table of Contents



11. OTHER
 Resignation of Gus D. Halas
  Appointment of Steven W. Krablin
   Change in Accounting Principle
  12




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 General
   Recent Developments
 Resignation of Gus D. Halas
  Appointment of Steven W. Krablin
  13




---



##### Table of Contents



Asset Purchase of the Surface Wellhead Business of Azura Energy Systems Surface, Inc.
  Strategy
  
    
    Continue new product development;
    
    Expand our geographic areas of operation with a focus on select international
opportunities;
    
    Build scale in our primary product lines;
    
    Increase our focus on non-capital products and services;
    
    Add complementary products and services; and
    
    Focus on execution and performance.
 Outlook
   14




---



##### Table of Contents



WTI
    
    Henry Hub
    
    United States
    
    Canada
    
    InternationalQuarter Ended:
    
    Oil
    
    Gas
    
    Rig Count
    
    Rig Count
    
    Rig CountMarch 31, 2007
    
    $
    58.08
    
    
    $
    7.17
    
    
    
    1,733
    
    
    
    532
    
    
    
    982June 30, 2007
    
    $
    64.97
    
    
    $
    7.66
    
    
    
    1,757
    
    
    
    139
    
    
    
    1,002September 30, 2007
    
    $
    75.46
    
    
    $
    6.25
    
    
    
    1,788
    
    
    
    348
    
    
    
    1,020December 31, 2007
    
    $
    90.68
    
    
    $
    7.40
    
    
    
    1,790
    
    
    
    356
    
    
    
    1,017March 31, 2008
    
    $
    97.94
    
    
    $
    8.72
    
    
    
    1,770
    
    
    
    507
    
    
    
    1,046June 30, 2008
    
    $
    126.35
    
    
    $
    11.47
    
    
    
    1,864
    
    
    
    169
    
    
    
    1,084September 30, 2008
    
    $
    118.05
    
    
    $
    9.00
    
    
    
    1,978
    
    
    
    432
    
    
    
    1,096December 31, 2008
    
    $
    58.35
    
    
    $
    6.38
    
    
    
    1,898
    
    
    
    408
    
    
    
    1,090March 31, 2009
    
    $
    42.91
    
    
    $
    4.49
    
    
    
    1,326
    
    
    
    329
    
    
    
    1,025
 
 Source:
    
    West Texas Intermediate Crude Average Spot Price for the Quarter indicated: Department of
Energy, Energy Information Administration (www.eia.doe.gov); NYMEX Henry Hub Natural Gas Average
Spot Price for the Quarter indicated: (www.oilnergy.com); Average Rig count for the Quarter
indicated: Baker Hughes, Inc. (www.bakerhughes.com). Results of Operations
 Three Months ended March 31, 2009 Compared with Three Months ended March 31, 2008
 Revenues.
 15




---



##### Table of Contents



Cost of Revenues.
 Selling, General and Administrative Expenses.
 Interest Expense.
 Income Taxes.
 Income from Continuing Operations.
 Liquidity and Capital Resources
  Net Cash Provided by Operating Activities.
 16




---



##### Table of Contents



Net Cash Used In Investing Activities.
 Net Cash Provided by (Used in) Financing Activities.
 Principal Debt Instruments.
   17




---



##### Table of Contents



Off-Balance Sheet Arrangements.
 Critical Accounting Policies and Estimates
    
    
    further, and sustained, deterioration in global economic conditions;
    
    changes in our outlook for future profits and cash flows;
    
    further reductions in the market price of our stock;
    
    increased costs of capital; and/or
    
    reductions in valuations of other public companies within our industry or
valuations observed in acquisition transactions within our industry.
  18




---



##### Table of Contents



New Accounting Pronouncements
 Fair Value Measurements
 Business Combinations
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      19




---



##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls Over Financial Reporting
  
 Cautionary Note Regarding Forward-Looking Statements
  20




---



##### Table of Contents



21




---



##### Table of Contents



PART II
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibit Number
    
    
    
    Identification of Exhibit3.1
    
    
    
    Certificate of Incorporation of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 31,
2001).3.2
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2005).3.3
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2006).3.4
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2007).
 22




---



##### Table of Contents



Exhibit Number
    
    
    
    Identification of Exhibit3.5
    
    
    
    Amended and Restated Bylaws of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 11,
2007).3.6
    
    
    
    Amendment to Amended and Restated Bylaws of T-3 Energy
Services, Inc. (incorporated by reference to Exhibit 3.1
to the Companys Current Report on Form 8-K dated November
5, 2007).4.1
    
    
    
    Specimen Certificate of Common Stock, $.001 par value, of
the Company (incorporated herein by reference to Exhibit
4.1 to the Companys 2001 Annual Report on Form 10-K).10.1+
    
    
    
    Separation Agreement by and between Gus D. Halas and T-3
Energy Services, Inc., effective as of March 23, 2009
(incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated March 23,
2009).10.2+
    
    
    
    Employment Agreement by and between Steven W. Krablin and
T-3 Energy Services, Inc., effective as of March 23, 2009
(incorporated herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K dated March 23,
2009).18.1*
    
    
    
    Preferability Letter regarding change in accounting policy
relating to goodwill.31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.32.1**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Executive Officer).32.2**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Financial Officer).
 
 *
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Management contract or compensatory plan or arrangement. 23




---



##### Table of Contents



SIGNATURES
 Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 1st day of May 2009.
 T-3 ENERGY SERVICES, INC.By:
    /s/ JAMES M. MITCHELLJames M. Mitchell (Chief FinancialOfficer and Senior Vice President) 24




---



##### Table of Contents



INDEX TO EXHIBITS
 Exhibit Number
    
    
    
    Identification of Exhibit3.1
    
    
    
    Certificate of Incorporation of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 31,
2001).3.2
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2005).3.3
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2006).3.4
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2007).3.5
    
    
    
    Amended and Restated Bylaws of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 11,
2007).3.6
    
    
    
    Amendment to Amended and Restated Bylaws of T-3 Energy
Services, Inc. (incorporated by reference to Exhibit 3.1
to the Companys Current Report on Form 8-K dated November
5, 2007).4.1
    
    
    
    Specimen Certificate of Common Stock, $.001 par value, of
the Company (incorporated herein by reference to Exhibit
4.1 to the Companys 2001 Annual Report on Form 10-K).10.1+
    
    
    
    Separation Agreement by and between Gus D. Halas and T-3
Energy Services, Inc., effective as of March 23, 2009
(incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated March 23,
2009).10.2+
    
    
    
    Employment Agreement by and between Steven W. Krablin and
T-3 Energy Services, Inc., effective as of March 23, 2009
(incorporated herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K dated March 23,
2009).18.1*
    
    
    
    Preferability Letter regarding change in accounting policy
relating to goodwill.31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.32.1**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Executive Officer).32.2**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Financial Officer).
 
 *
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Management contract or compensatory plan or arrangement.