##### 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 June 30, 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
(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 þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 FORM 10-Q
 PagePART IItem1. Financial StatementsCondensed Consolidated Balance Sheets as of June 30, 2009 and
December 31, 2008
    
    
    1Condensed Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2009 and 2008
    
    
    2Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2009 and 2008
    
    
    3Condensed Consolidated Statements of Comprehensive Income for the Three
and Six Months Ended June 30, 2009 and 2008
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    52. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    143. Quantitative and Qualitative Disclosures About Market Risk
    
    
    214. Controls and Procedures
    
    
    23  Cautionary Note Regarding Forward-Looking Statements
    
    
    23PART II4. Submission of Matters to a Vote of Security Holders
    
    
    256. Exhibits
    
    
    25EX-31.1EX-31.2EX-32.1EX-32.2
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##### Table of Contents



T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands except for share amounts)
 June 30,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    422
    
    
    $
    838Accounts receivable  trade, net
    
    
    31,004
    
    
    
    47,822Inventories
    
    
    58,908
    
    
    
    58,422Deferred income taxes
    
    
    6,497
    
    
    
    5,131Prepaids and other current assets
    
    
    4,578
    
    
    
    4,585Total current assets
    
    
    101,409
    
    
    
    116,798Property and equipment, net
    
    
    49,036
    
    
    
    46,071Goodwill, net
    
    
    88,223
    
    
    
    87,929Other intangible assets, net
    
    
    32,880
    
    
    
    33,477Other assets
    
    
    5,213
    
    
    
    2,837Total assets
    
    $
    276,761
    
    
    $
    287,112LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    16,680
    
    
    $
    26,331Accrued expenses and other
    
    
    15,236
    
    
    
    19,274Current maturities of long-term debt
    
    
    40
    
    
    
    5Total current liabilities
    
    
    31,956
    
    
    
    45,610Long-term debt, less current maturities
    
    
    6,024
    
    
    
    18,753Other long-term liabilities
    
    
    1,753
    
    
    
    1,628Deferred income taxes
    
    
    10,522
    
    
    
    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,
12,945,458 and 12,547,458 shares issued and outstanding at
June 30, 2009 and December 31, 2008
    
    
    13
    
    
    
    13Warrants, 10,157 issued and outstanding at June 30, 2009 and
December 31, 2008
    
    
    20
    
    
    
    20Additional paid-in capital
    
    
    177,073
    
    
    
    171,042Retained earnings
    
    
    48,744
    
    
    
    40,036Accumulated other comprehensive income (loss)
    
    
    656
    
    
    
    (16
    )Total stockholders equity
    
    
    226,506
    
    
    
    211,095Total liabilities and stockholders equity
    
    $
    276,761
    
    
    $
    287,112
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##### Table of Contents



T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 (in thousands except per share amounts)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Products
    
    $
    49,206
    
    
    $
    57,724
    
    
    $
    102,547
    
    
    $
    115,751Services
    
    
    6,542
    
    
    
    9,966
    
    
    
    15,987
    
    
    
    21,10955,748
    
    
    
    67,690
    
    
    
    118,534
    
    
    
    136,860Cost of revenues:Products
    
    
    31,226
    
    
    
    35,271
    
    
    
    64,407
    
    
    
    70,375Services
    
    
    3,860
    
    
    
    5,339
    
    
    
    9,439
    
    
    
    12,23435,086
    
    
    
    40,610
    
    
    
    73,846
    
    
    
    82,609Gross profit
    
    
    20,662
    
    
    
    27,080
    
    
    
    44,688
    
    
    
    54,251Selling, general and administrative expenses
    
    
    13,468
    
    
    
    15,781
    
    
    
    31,546
    
    
    
    28,530Income from operations
    
    
    7,194
    
    
    
    11,299
    
    
    
    13,142
    
    
    
    25,721Interest expense
    
    
    (232
    )
    
    
    (601
    )
    
    
    (482
    )
    
    
    (1,493
    )Interest income
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    63Equity in earnings of unconsolidated affiliates
    
    
    359
    
    
    
    274
    
    
    
    553
    
    
    
    381Other income, net
    
    
    225
    
    
    
    93
    
    
    
    250
    
    
    
    126Income from continuing operations before
provision for income taxes
    
    
    7,546
    
    
    
    11,089
    
    
    
    13,463
    
    
    
    24,798Provision for income taxes
    
    
    2,658
    
    
    
    3,573
    
    
    
    4,755
    
    
    
    7,769Income from continuing operations
    
    
    4,888
    
    
    
    7,516
    
    
    
    8,708
    
    
    
    17,029Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    (11
    )Net income
    
    $
    4,888
    
    
    $
    7,507
    
    
    $
    8,708
    
    
    $
    17,018Basic earnings per common share:Continuing operations
    
    $
    .39
    
    
    $
    .60
    
    
    $
    0.69
    
    
    $
    1.37Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net income per common share
    
    $
    .39
    
    
    $
    .60
    
    
    $
    0.69
    
    
    $
    1.37Diluted earnings per common share:Continuing operations
    
    $
    .38
    
    
    $
    .58
    
    
    $
    0.69
    
    
    $
    1.32Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net income per common share
    
    $
    .38
    
    
    $
    .58
    
    
    $
    0.69
    
    
    $
    1.32Weighted average common shares outstanding:Basic
    
    
    12,638
    
    
    
    12,477
    
    
    
    12,583
    
    
    
    12,404Diluted
    
    
    12,744
    
    
    
    13,063
    
    
    
    12,698
    
    
    
    12,926
  2




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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 (in thousands)
 Six Months EndedJune 30,2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    8,708
    
    
    $
    17,018Adjustments to reconcile net income to net cash
provided by operating activities:Loss from discontinued operations, net of tax
    
    
    
    
    
    
    11Bad debt expense
    
    
    341
    
    
    
    68Depreciation and amortization
    
    
    4,227
    
    
    
    4,444Amortization of deferred loan costs
    
    
    114
    
    
    
    117Loss on sale of assets
    
    
    18
    
    
    
    Write-off of property and equipment, net
    
    
    76
    
    
    
    25Deferred taxes
    
    
    (885
    )
    
    
    (228
    )Employee stock-based compensation expense
    
    
    3,477
    
    
    
    2,505Excess tax benefits from stock-based compensation
    
    
    (178
    )
    
    
    (1,688
    )Equity in earnings of unconsolidated affiliate
    
    
    (553
    )
    
    
    (381
    )Changes in assets and liabilities, net of effect of
acquisitions and dispositions:Accounts receivable  trade
    
    
    18,560
    
    
    
    (4,628
    )Inventories
    
    
    2,357
    
    
    
    (5,775
    )Prepaids and other current assets
    
    
    798
    
    
    
    1,090Other assets
    
    
    81
    
    
    
    (90
    )Accounts payable  trade
    
    
    (10,344
    )
    
    
    4,001Accrued expenses and other
    
    
    (3,897
    )
    
    
    6,866Net cash provided by operating activities
    
    
    22,900
    
    
    
    23,355Cash flows from investing activities:Purchases of property and equipment
    
    
    (2,932
    )
    
    
    (5,626
    )Proceeds from sales of property and equipment
    
    
    116
    
    
    
    Equity investments in unconsolidated affiliates
    
    
    (2,039
    )
    
    
    Cash paid for acquisitions, net of cash acquired
    
    
    (8,194
    )
    
    
    (2,732
    )Net cash used in investing activities
    
    
    (13,049
    )
    
    
    (8,358
    )Cash flows from financing activities:Net repayments under swing line credit facility
    
    
    (750
    )
    
    
    (3,415
    )Borrowings on revolving credit facility
    
    
    18,000
    
    
    
    Repayments on revolving credit facility
    
    
    (30,000
    )
    
    
    (19,000
    )Payments on long-term debt
    
    
    (113
    )
    
    
    (93
    )Debt financing costs
    
    
    
    
    
    
    (78
    )Proceeds from exercise of stock options
    
    
    2,369
    
    
    
    3,084Proceeds from exercise of warrants
    
    
    
    
    
    
    38Excess tax benefits from stock-based compensation
    
    
    178
    
    
    
    1,688Net cash used in financing activities
    
    
    (10,316
    )
    
    
    (17,776
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    49
    
    
    
    12Net decrease in cash and cash equivalents
    
    
    (416
    )
    
    
    (2,767
    )Cash and cash equivalents, beginning of period
    
    
    838
    
    
    
    9,522Cash and cash equivalents, end of period
    
    $
    422
    
    
    $
    6,755
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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 (in thousands)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income
    
    $
    4,888
    
    
    $
    7,507
    
    
    $
    8,708
    
    
    $
    17,018Other comprehensive income (loss):Foreign currency translation
adjustment, net of tax
    
    
    1,021
    
    
    
    134
    
    
    
    672
    
    
    
    (470
    )Comprehensive income
    
    $
    5,909
    
    
    $
    7,641
    
    
    $
    9,380
    
    
    $
    16,548
  4




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##### 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




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




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##### Table of Contents



2009
    
    
    2008Fair value of tangible and intangible assets,
net of cash acquired
    
    $
    9,180
    
    
    $
    2,801Goodwill recorded
    
    
    
    
    
    
    758Total liabilities assumed
    
    
    (986
    )
    
    
    (827
    )Common stock issued
    
    
    
    
    
    
    Cash paid for acquisitions, net of cash
acquired
    
    $
    8,194
    
    
    $
    2,732
 Dispositions
  3. INVENTORIES
  June 30,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    7,056
    
    
    $
    8,063Work in process
    
    
    15,013
    
    
    
    14,680Finished goods and component parts
    
    
    36,839
    
    
    
    35,679$
    58,908
    
    
    $
    58,422
 4. DEBT
  7




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5. EARNINGS PER SHARE
  Three Months EndedJune 30,2009
    
    
    2008Numerator:Income from continuing operations
    
    $
    4,888
    
    
    $
    7,516Loss from discontinued operations
    
    
    
    
    
    
    (9
    )Net income
    
    $
    4,888
    
    
    $
    7,507Denominator:Weighted average common shares
outstanding  basic
    
    
    12,638
    
    
    
    12,477Shares for dilutive stock options,
restricted stock and warrants
    
    
    106
    
    
    
    586Weighted average common shares
outstanding  diluted
    
    
    12,744
    
    
    
    13,063Basic earnings per common share:Continuing operations
    
    $
    .39
    
    
    $
    .60Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .39
    
    
    $
    .60Diluted earnings per common share:Continuing operations
    
    $
    .38
    
    
    $
    .58Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .38
    
    
    $
    .58
  8




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##### Table of Contents



Six Months EndedJune 30,2009
    
    
    2008Numerator:Income from continuing operations
    
    $
    8,708
    
    
    $
    17,029Loss from discontinued operations
    
    
    
    
    
    
    (11
    )Net income
    
    $
    8,708
    
    
    $
    17,018Denominator:Weighted average common shares
outstanding  basic
    
    
    12,583
    
    
    
    12,404Shares for dilutive stock options,
restricted stock and warrants
    
    
    115
    
    
    
    522Weighted average common shares
outstanding  diluted
    
    
    12,698
    
    
    
    12,926Basic earnings per common share:Continuing operations
    
    $
    .69
    
    
    $
    1.37Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .69
    
    
    $
    1.37Diluted earnings per common share:Continuing operations
    
    $
    .69
    
    
    $
    1.32Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .69
    
    
    $
    1.32
  6. SEGMENT INFORMATION
    (dollars in thousands)PressureControl
    
    Corporate
    
    ConsolidatedThree months ended June 30:2009Revenues
    
    $
    55,748
    
    
    $
    
    
    
    $
    55,748Depreciation and amortization
    
    
    1,960
    
    
    
    231
    
    
    
    2,191Income (loss) from operations
    
    
    11,321
    
    
    
    (4,127
    )
    
    
    7,194Capital expenditures
    
    
    1,061
    
    
    
    325
    
    
    
    1,3862008Revenues
    
    $
    67,690
    
    
    $
    
    
    
    $
    67,690Depreciation and amortization
    
    
    1,918
    
    
    
    341
    
    
    
    2,259Income (loss) from operations
    
    
    18,363
    
    
    
    (7,064
    )
    
    
    11,299Capital expenditures
    
    
    2,035
    
    
    
    213
    
    
    
    2,248
 9




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##### Table of Contents



(dollars in thousands)PressureControl
    
    Corporate
    
    ConsolidatedSix months ended June 30:2009Revenues
    
    $
    118,534
    
    
    $
    
    
    
    $
    118,534Depreciation and amortization
    
    
    3,787
    
    
    
    440
    
    
    
    4,227Income (loss) from operations
    
    
    26,172
    
    
    
    (13,030
    )
    
    
    13,142Capital expenditures
    
    
    2,399
    
    
    
    533
    
    
    
    2,9322008Revenues
    
    $
    136,860
    
    
    $
    
    
    
    $
    136,860Depreciation and amortization
    
    
    3,778
    
    
    
    666
    
    
    
    4,444Income (loss) from operations
    
    
    36,855
    
    
    
    (11,134
    )
    
    
    25,721Capital expenditures
    
    
    5,105
    
    
    
    521
    
    
    
    5,626
 7. COMMITMENTS AND CONTINGENCIES
    Chevron, U.S.A. v. Aker Maritime, Inc
  10




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8. STOCKHOLDERS EQUITY
 Common Stock
  Warrants
  Additional Paid-In Capital
  9. STOCK-BASED COMPENSATION
  Stock Option Awards
  Six Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008Expected volatility
    
    
    57.96
    %
    
    
    50.00
    %Risk-free interest rate
    
    
    2.33
    %
    
    
    2.26
    %Expected term (in years)
    
    
    4.5
    
    
    
    4.7
 11




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Restricted Stock Awards
    10. INCOME TAXES
   12




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##### Table of Contents



11. OTHER
 Joint Venture in Dubai
  Change in Accounting Principle
  Strategic Alternatives Costs
  12. SUBSEQUENT EVENTS
    13




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 General
   Recent Developments
  Outlook
   14




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##### Table of Contents



WTI
    
    Henry Hub
    
    United States
    
    Canada
    
    InternationalQuarter Ended:
    
    Oil
    
    Gas
    
    Rig Count
    
    Rig Count
    
    Rig CountJune 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
    
    
    
    1,025June 30, 2009
    
    $
    59.44
    
    
    $
    3.80
    
    
    
    947
    
    
    
    104
    
    
    
    982
 www.eia.doe.gov www.oilnergy.com www.bakerhughes.com
 15




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##### Table of Contents



Results of Operations
 Three Months ended June 30, 2009 Compared with Three Months ended June 30, 2008
 Revenues.
 Gross Profit.
 Selling, General and Administrative Expenses.
 Interest Expense.
 Equity in Earnings of Unconsolidated Affiliates.
 Other Income, net.
 16




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##### Table of Contents



Income Taxes.
 Income from Continuing Operations.
 Six Months ended June 30, 2009 Compared with Six Months ended June 30, 2008
 Revenues.
 Gross Profit.
 Selling, General and Administrative Expenses.
 17




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##### Table of Contents



Interest Expense.
 Equity in Earnings of Unconsolidated Affiliates.
 Other Income, net.
 Income Taxes.
 Income from Continuing Operations.
 Liquidity and Capital Resources
  Net Cash Provided by Operating Activities.
 Net Cash Used In Investing Activities.
 Net Cash Used in Financing Activities.
 18




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Principal Debt Instruments.
      19




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##### Table of Contents



Off-Balance Sheet Arrangements.
 Subsequent Events
  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.
   20




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##### Table of Contents



New Accounting Pronouncements
 Fair Value Measurements
 Business Combinations
 Subsequent Events
 
 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
  
 Cautionary Note Regarding Forward-Looking Statements
    23




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PART II
 
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
   Proposal One  Election of Class II Directors
 Number of Votes
    
    Number of VotesVoted For
    
    WithheldJames M.
Tidwell
    
    
    10,097,598
    
    
    
    1,303,931Robert L. Ayers
    
    
    10,870,569
    
    
    
    530,960Thomas R. Bates,
Jr
    
    
    10,800,742
    
    
    
    600,787
 Proposal Two  Amendment and Restatement of the 2002 Stock Incentive Plan Primarily to Increase the
Number of Shares Available Thereunder
 Number of Votes
    
    Number of Votes
    
    Number of Votes
    
    Number of BrokerVoted For
    
    Voted Against
    
    Abstaining
    
    Non-Votes6,624,208
    
    2,350,344
    
    384,169
    
    2,042,808
 Proposal Three  Proposal to ratify the selection of Ernst & Young LLP as the
Companys Independent Registered Public Accounting Firm for the year ending
December 31, 2009
 Number of Votes
    
    Number of Votes
    
    Number of VotesVoted For
    
    Voted Against
    
    Abstaining11,133,841
    
    77,050
    
    190,638
 
 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
 25




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Exhibit Number
    
    
    
    Identification of ExhibitEnergy 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+
    
    
    
    T-3 Energy Services, Inc. 2002 Stock Incentive Plan, as
amended and restated effective June 4, 2009 (incorporated
herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated June 5, 2009).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. 26




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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 4th day of August 2009.
 T-3 ENERGY SERVICES, INC.By:
    /s/ JAMES M. MITCHELLJames M. Mitchell (Chief FinancialOfficer and Senior Vice President) 27




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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).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+
    
    
    
    T-3 Energy Services, Inc. 2002 Stock Incentive Plan, as
amended and restated effective June 4, 2009 (incorporated
herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated June 5, 2009).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.