##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period ended June 30, 2010
 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
(State or Other Jurisdiction 
of Incorporation or Organization)
    
    76-0697390
(IRS Employer
Identification No.)7135 Ardmore, Houston, Texas
(Address of Principal Executive Offices)
    
    77054
(Zip Code)
 (713) 996-4110
 þ o
 o o
  Large Accelerated Filer o
    

Accelerated Filer þ
    
    Non-Accelerated Filer o
(Do not check if a smaller reporting company)
    

Smaller
reporting company o
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TABLE OF CONTENTS
 FORM 10-Q
 Item
    
    
    
    PagePART I  FINANCIAL INFORMATION1.
    
    Financial StatementsCondensed Consolidated Balance Sheets as of June 30, 2010 and
December 31, 2009
    
    
    1Condensed Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2010 and 2009
    
    
    2Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2010 and 2009
    
    
    3Condensed Consolidated Statements of Comprehensive Income for the Three
and Six Months Ended June 30, 2010 and 2009
    
    
    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
    
    
    214.
    
    Controls and Procedures
    
    
    22PART II  OTHER INFORMATION1A.
    
    Risk Factors
    
    
    236.
    
    Exhibits
    
    
    25EX-31.1EX-31.2EX-32.1EX-32.2
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PART I  FINANCIAL INFORMATION
 T-3 ENERGY SERVICES, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands except for share amounts)
 June 30,
    
    
    December 31,2010
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,833
    
    
    $
    11,747Accounts receivable  trade, net
    
    
    32,713
    
    
    
    28,450Inventories
    
    
    62,412
    
    
    
    53,689Deferred income taxes
    
    
    3,114
    
    
    
    2,485Prepaids and other current assets
    
    
    6,516
    
    
    
    7,311Total current assets
    
    
    112,588
    
    
    
    103,682Property and equipment, net
    
    
    49,093
    
    
    
    49,353Goodwill, net
    
    
    88,699
    
    
    
    88,779Other intangible assets, net
    
    
    30,877
    
    
    
    32,091Other assets
    
    
    5,699
    
    
    
    5,916Total assets
    
    $
    286,956
    
    
    $
    279,821LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    15,166
    
    
    $
    17,213Accrued expenses and other
    
    
    12,138
    
    
    
    14,359Current maturities of long-term debt
    
    
    
    
    
    
    Total current liabilities
    
    
    27,304
    
    
    
    31,572Long-term debt, less current maturities
    
    
    
    
    
    
    Other long-term liabilities
    
    
    959
    
    
    
    1,144Deferred income taxes
    
    
    8,710
    
    
    
    8,009Commitments 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,
13,337,819 and 13,038,143 shares issued and outstanding at
June 30, 2010 and December 31, 2009
    
    
    13
    
    
    
    13Warrants, 10,157 issued and outstanding at June 30, 2010 and
December 31, 2009
    
    
    20
    
    
    
    20Additional paid-in capital
    
    
    186,835
    
    
    
    181,115Retained earnings
    
    
    61,562
    
    
    
    56,201Accumulated other comprehensive income
    
    
    1,553
    
    
    
    1,747Total stockholders equity
    
    
    249,983
    
    
    
    239,096Total liabilities and stockholders equity
    
    $
    286,956
    
    
    $
    279,821
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T-3 ENERGY SERVICES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 (in thousands except per share amounts)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues:Products
    
    $
    39,630
    
    
    $
    49,206
    
    
    $
    76,262
    
    
    $
    102,547Services
    
    
    8,803
    
    
    
    6,542
    
    
    
    17,173
    
    
    
    15,98748,433
    
    
    
    55,748
    
    
    
    93,435
    
    
    
    118,534Cost of revenues:Products
    
    
    26,032
    
    
    
    31,226
    
    
    
    50,162
    
    
    
    64,407Services
    
    
    5,066
    
    
    
    3,860
    
    
    
    10,273
    
    
    
    9,43931,098
    
    
    
    35,086
    
    
    
    60,435
    
    
    
    73,846Gross profit
    
    
    17,335
    
    
    
    20,662
    
    
    
    33,000
    
    
    
    44,688Selling, general and administrative expenses
    
    
    12,745
    
    
    
    13,468
    
    
    
    25,702
    
    
    
    31,546Equity in earnings of unconsolidated affiliates
    
    
    458
    
    
    
    359
    
    
    
    564
    
    
    
    553Income from operations
    
    
    5,048
    
    
    
    7,553
    
    
    
    7,862
    
    
    
    13,695Interest expense
    
    
    (175
    )
    
    
    (232
    )
    
    
    (342
    )
    
    
    (482
    )Other income, net
    
    
    75
    
    
    
    225
    
    
    
    137
    
    
    
    250Income from continuing operations before provision
for income taxes
    
    
    4,948
    
    
    
    7,546
    
    
    
    7,657
    
    
    
    13,463Provision for income taxes
    
    
    1,643
    
    
    
    2,658
    
    
    
    2,372
    
    
    
    4,755Income from continuing operations
    
    
    3,305
    
    
    
    4,888
    
    
    
    5,285
    
    
    
    8,708Income from discontinued operations, net of tax
    
    
    76
    
    
    
    
    
    
    
    76
    
    
    
    Net income
    
    $
    3,381
    
    
    $
    4,888
    
    
    $
    5,361
    
    
    $
    8,708Basic earnings per common share:Continuing operations
    
    $
    .25
    
    
    $
    .39
    
    
    $
    .41
    
    
    $
    .69Discontinued operations
    
    $
    .01
    
    
    $
    
    
    
    $
    
    
    
    $
    Net income per common share
    
    $
    .26
    
    
    $
    .39
    
    
    $
    .41
    
    
    $
    .69Diluted earnings per common share:Continuing operations
    
    $
    .25
    
    
    $
    .38
    
    
    $
    .40
    
    
    $
    .69Discontinued operations
    
    $
    .01
    
    
    $
    
    
    
    $
    .01
    
    
    $
    Net income per common share
    
    $
    .26
    
    
    $
    .38
    
    
    $
    .41
    
    
    $
    .69Weighted average common shares outstanding:Basic
    
    
    13,022
    
    
    
    12,638
    
    
    
    12,969
    
    
    
    12,583Diluted
    
    
    13,195
    
    
    
    12,744
    
    
    
    13,143
    
    
    
    12,698
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T-3 ENERGY SERVICES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 (in thousands)
 Six Months EndedJune 30,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    5,361
    
    
    $
    8,708Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Income from discontinued operations, net of tax
    
    
    (76
    )
    
    
    Bad debt expense
    
    
    68
    
    
    
    341Depreciation and amortization
    
    
    4,535
    
    
    
    4,227Amortization of deferred loan costs
    
    
    114
    
    
    
    114Loss (gain) on sale of assets
    
    
    (33
    )
    
    
    18Write-off of property and equipment and inventory, net
    
    
    191
    
    
    
    76Deferred taxes
    
    
    (226
    )
    
    
    (885
    )Employee stock-based compensation expense
    
    
    2,195
    
    
    
    3,477Excess tax benefits from stock-based compensation
    
    
    (445
    )
    
    
    (178
    )Equity in earnings of unconsolidated affiliate
    
    
    (564
    )
    
    
    (553
    )Changes in assets and liabilities, net of effect of
acquisitions and dispositions:Accounts receivable  trade
    
    
    (4,389
    )
    
    
    18,298Inventories
    
    
    (9,085
    )
    
    
    2,300Prepaids and other current assets
    
    
    797
    
    
    
    810Other assets
    
    
    595
    
    
    
    (201
    )Accounts payable  trade
    
    
    (2,017
    )
    
    
    (10,455
    )Accrued expenses and other
    
    
    (1,835
    )
    
    
    (3,917
    )Net cash provided by (used in) operating activities
    
    
    (4,814
    )
    
    
    22,180Cash flows from investing activities:Purchases of property and equipment
    
    
    (2,972
    )
    
    
    (2,932
    )Proceeds from sales of property and equipment
    
    
    130
    
    
    
    116Equity investments in unconsolidated affiliates
    
    
    
    
    
    
    (2,039
    )Cash paid for acquisitions, net of cash acquired
    
    
    
    
    
    
    (7,474
    )Net cash used in investing activities
    
    
    (2,842
    )
    
    
    (12,329
    )Cash flows from financing activities:Net repayments under swing line credit facility
    
    
    
    
    
    
    (750
    )Borrowings on revolving credit facility
    
    
    
    
    
    
    18,000Repayments on revolving credit facility
    
    
    
    
    
    
    (30,000
    )Payments on long-term debt
    
    
    
    
    
    
    (113
    )Proceeds from exercise of stock options
    
    
    3,338
    
    
    
    2,369Excess tax benefits from stock-based compensation
    
    
    445
    
    
    
    178Net cash provided by (used in) financing activities
    
    
    3,783
    
    
    
    (10,316
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (41
    )
    
    
    49Net decrease in cash and cash equivalents
    
    
    (3,914
    )
    
    
    (416
    )Cash and cash equivalents, beginning of period
    
    
    11,747
    
    
    
    838Cash and cash equivalents, end of period
    
    $
    7,833
    
    
    $
    422
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T-3 ENERGY SERVICES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 (in thousands)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    3,381
    
    
    $
    4,888
    
    
    $
    5,361
    
    
    $
    8,708Other comprehensive income (loss):Foreign currency translation
adjustment, net of tax
    
    
    (571
    )
    
    
    1,021
    
    
    
    (194
    )
    
    
    672Comprehensive income
    
    $
    2,810
    
    
    $
    5,909
    
    
    $
    5,167
    
    
    $
    9,380
  4




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T-3 ENERGY SERVICES, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. BASIS OF PRESENTATION
  Fair Value of Financial Instruments
  Goodwill and Other Long-Lived Assets
   New Accounting Pronouncements
    5




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2. BUSINESS COMBINATIONS AND DISPOSITIONS
 Business Combinations
     Fair value of tangible and intangible assets,
net of cash acquired
    
    $
    8,865Goodwill recorded
    
    
    Total liabilities assumed
    
    
    (1,391
    )Common stock issued
    
    
    Cash paid for acquisitions, net of cash acquired
    
    $
    7,474
 6




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3. INVENTORIES
  June 30,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    5,812
    
    
    $
    5,304Work in process
    
    
    13,710
    
    
    
    11,891Finished goods and component parts
    
    
    42,890
    
    
    
    36,494$
    62,412
    
    
    $
    53,689
 4. DEBT
   5. EARNINGS PER SHARE
  7




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Three Months EndedJune 30,2010
    
    
    2009Numerator:Income from continuing operations
    
    $
    3,305
    
    
    $
    4,888Income from discontinued operations
    
    
    76
    
    
    
    Net income
    
    $
    3,381
    
    
    $
    4,888Denominator:Weighted average common shares outstanding  basic
    
    
    13,022
    
    
    
    12,638Shares for dilutive stock options, restricted stock
and warrants
    
    
    173
    
    
    
    106Weighted average common shares outstanding  diluted
    
    
    13,195
    
    
    
    12,744Basic earnings per common share:Continuing operations
    
    $
    .25
    
    
    $
    .39Discontinued operations
    
    
    .01
    
    
    
    Net income per common share
    
    $
    .26
    
    
    $
    .39Diluted earnings per common share:Continuing operations
    
    $
    .25
    
    
    $
    .38Discontinued operations
    
    
    .01
    
    
    
    Net income per common share
    
    $
    .26
    
    
    $
    .38
  Six Months EndedJune 30,2010
    
    
    2009Numerator:Income from continuing operations
    
    $
    5,285
    
    
    $
    8,708Income from discontinued operations
    
    
    76
    
    
    
    Net income
    
    $
    5,361
    
    
    $
    8,708Denominator:Weighted average common shares outstanding  basic
    
    
    12,969
    
    
    
    12,583Shares for dilutive stock options,
restricted stock and warrants
    
    
    174
    
    
    
    115Weighted average common shares outstanding 
diluted
    
    
    13,143
    
    
    
    12,698Basic earnings per common share:Continuing operations
    
    $
    .41
    
    
    $
    .69Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .41
    
    
    $
    .69Diluted earnings per common share:Continuing operations
    
    $
    .40
    
    
    $
    .69Discontinued operations
    
    
    .01
    
    
    
    Net income per common share
    
    $
    .41
    
    
    $
    .69
  6. SEGMENT INFORMATION
    8




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(dollars in thousands)PressureControl
    
    
    Corporate
    
    
    ConsolidatedThree months ended June 30:2010Revenues
    
    $
    48,433
    
    
    $
    
    
    
    $
    48,433Depreciation and amortization
    
    
    2,078
    
    
    
    234
    
    
    
    2,312Income (loss) from operations
    
    
    8,699
    
    
    
    (3,651
    )
    
    
    5,048Capital expenditures
    
    
    1,759
    
    
    
    195
    
    
    
    1,9542009Revenues
    
    $
    55,748
    
    
    $
    
    
    
    $
    55,748Depreciation and amortization
    
    
    1,960
    
    
    
    231
    
    
    
    2,191Income (loss) from operations
    
    
    11,680
    
    
    
    (4,127
    )
    
    
    7,553Capital expenditures
    
    
    1,061
    
    
    
    325
    
    
    
    1,386PressureControl
    
    
    Corporate
    
    
    ConsolidatedSix months ended June 30:2010Revenues
    
    $
    93,435
    
    
    $
    
    
    
    $
    93,435Depreciation and amortization
    
    
    4,065
    
    
    
    470
    
    
    
    4,535Income (loss) from operations
    
    
    15,360
    
    
    
    (7,498
    )
    
    
    7,862Capital expenditures
    
    
    2,662
    
    
    
    310
    
    
    
    2,9722009Revenues
    
    $
    118,534
    
    
    $
    
    
    
    $
    118,534Depreciation and amortization
    
    
    3,787
    
    
    
    440
    
    
    
    4,227Income (loss) from operations
    
    
    26,725
    
    
    
    (13,030
    )
    
    
    13,695Capital expenditures.
    
    
    2,399
    
    
    
    533
    
    
    
    2,932
 7. COMMITMENTS AND CONTINGENCIES
    Chevron, U.S.A. v. Aker Maritime, Inc
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8. STOCKHOLDERS EQUITY
 Common Stock
  Warrants
  Additional Paid-In Capital
  9. STOCK-BASED COMPENSATION
  Stock Option Awards
  10




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Six Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009Expected volatility
    
    
    57.00
    %
    
    
    57.96
    %Risk-free interest rate
    
    
    1.84
    %
    
    
    2.33
    %Expected term (in years)
    
    
    4.6
    
    
    
    4.5
   Restricted Stock Awards
    11




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10. INCOME TAXES
   11. OTHER
 Subsequent Events
   12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 General
   Recent Industry Event
 Deepwater Horizon Deepwater Horizon Deepwater Horizon
   Deepwater Horizon
 13




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Outlook
 Deepwater Horizon
  Results of Operations
 Three Months ended June 30, 2010 Compared with Three Months ended June 30, 2009
 Revenues.
 Gross Profit.
 Selling, General and Administrative Expenses.
 14




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Equity in Earnings of Unconsolidated Affiliates.
 Interest Expense.
 Income Taxes.
 Income from Continuing Operations.
 Discontinued Operations .
 Six Months ended June 30, 2010 Compared with Six Months ended June 30, 2009
 Revenues.
 Gross Profit.
 Selling, General and Administrative Expenses.
 15




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Equity in Earnings of Unconsolidated Affiliates.
 Interest Expense.
 Income Taxes.
 Income from Continuing Operations.
 Discontinued Operations .
 Liquidity and Capital Resources
  Net Cash Provided by (Used in) Operating Activities.
 Net Cash Used in Investing Activities.
 Net Cash Provided by (Used in) Financing Activities.
 16




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Principal Debt Instruments.
      17




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Off-Balance Sheet Arrangements
 We had no off-balance sheet arrangements as of June 30, 2010.
 Critical Accounting Policies and Estimates
     New Accounting Pronouncements
     18




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Cautionary Note Regarding Forward-Looking Statements
  
    
    sustained or further declines in the prices for oil and natural gas;
    
    declines in spending levels in the oil and natural gas industry;
    
    general economic and business conditions, either internationally or domestically or in
the jurisdictions in which we operate;
    
    our ability to deliver our backlog in a timely fashion;
    
    our ability to successfully manage our growth and implement our business plan, including
risks and uncertainties associated with acquisitions;
    
    failing to develop and commercialize new products;
    
    damage to our brand name;
    
    shortages of products used in the manufacture of our products, including raw materials;
    
    competition in the oilfield services industry;
    
    our exposure to product liability claims, warranty claims or other claims or litigation;
    
    the effects of governmental regulation and other legal requirements; and
    
    shortages of qualified personnel.
  19




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20




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
       21




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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls Over Financial Reporting
  22




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PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  Recent events in the U.S. Gulf of Mexico and the regulatory response may have a material adverse
impact on our business.
 Deepwater Horizon
  Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could
result in certain of our customers encountering increased costs or additional operating
restrictions or delays in connection with their drilling activities in shale formations throughout
the United States. This could negatively impact our operations and expansion efforts in the
Marcellus Shale region.
   23




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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).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).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+
    
    
    
    Employment Agreement by and between James M. Mitchell and
T-3 Energy Services, Inc. (incorporated herein by
reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the period ended March 31, 2010).10.2+
    
    
    
    Amended and Restated 2002 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated June 16, 2010).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 25




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##### Table of Contents



SIGNATURES
  T-3 ENERGY SERVICES, INC.By:
    /s/ Jason P. ClarkJason P. Clark (Corporate Controllerand Chief Accounting Officer) 26




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##### 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).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+
    
    
    
    Employment Agreement by and between James M. Mitchell and
T-3 Energy Services, Inc. (incorporated herein by
reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the period ended March 31, 2010).10.2+
    
    
    
    Amended and Restated 2002 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated June 16, 2010).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