##### 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 September 30, 2008
 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
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company
o
 o þ




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TABLE OF CONTENTS
 FORM 10-Q
 PagePART IItem1. Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2008 and
December 31, 2007
    
    
    1Condensed Consolidated Statements of Operations for the Three and Nine Months
Ended September 30, 2008 and 2007
    
    
    2Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2008 and 2007
    
    
    3Condensed Consolidated Statements of Comprehensive Income for the Three and
Nine Months Ended September 30, 2008 and 2007
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    52. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    153. Quantitative and Qualitative Disclosures about Market Risk
    
    
    264. Controls and Procedures
    
    
    27PART II Cautionary Note Regarding Forward-Looking Statements
    
    
    281. Legal Proceedings
    
    
    281A. Risk Factors
    
    
    292. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    363. Defaults Upon Senior Securities
    
    
    364. Submission of Matters to a Vote of Security Holders
    
    
    365. Other Information
    
    
    366. Exhibits
    
    
    36EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands except for share amounts)
 September 30,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,620
    
    
    $
    9,522Accounts receivable  trade, net
    
    
    43,182
    
    
    
    44,180Inventories
    
    
    59,819
    
    
    
    47,457Deferred income taxes
    
    
    4,754
    
    
    
    3,354Prepaids and other current assets
    
    
    6,162
    
    
    
    5,824Total current assets
    
    
    115,537
    
    
    
    110,337Property and equipment, net
    
    
    43,982
    
    
    
    40,073Goodwill, net
    
    
    112,531
    
    
    
    112,249Other intangible assets, net
    
    
    34,124
    
    
    
    35,065Other assets
    
    
    2,972
    
    
    
    2,838Total assets
    
    $
    309,146
    
    
    $
    300,562LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    24,296
    
    
    $
    20,974Accrued expenses and other
    
    
    18,880
    
    
    
    15,156Current maturities of long-term debt
    
    
    5
    
    
    
    74Total current liabilities
    
    
    43,181
    
    
    
    36,204Long-term debt, less current maturities
    
    
    31,834
    
    
    
    61,423Other long-term liabilities
    
    
    1,614
    
    
    
    1,101Deferred income taxes
    
    
    12,408
    
    
    
    11,186Commitments 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, 12,530,791 and 12,320,341 shares issued and outstanding at
September 30, 2008 and December 31, 2007, respectively
    
    
    13
    
    
    
    12Warrants, 10,157 and 13,138 issued and outstanding at September 30,
2008 and December 31, 2007, respectively
    
    
    20
    
    
    
    26Additional paid-in capital
    
    
    169,317
    
    
    
    160,446Retained earnings
    
    
    48,754
    
    
    
    27,039Accumulated other comprehensive income
    
    
    2,005
    
    
    
    3,125Total stockholders equity
    
    
    220,109
    
    
    
    190,648Total liabilities and stockholders equity
    
    $
    309,146
    
    
    $
    300,562
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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 (in thousands except per share amounts)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Products
    
    $
    59,635
    
    
    $
    42,903
    
    
    $
    175,386
    
    
    $
    121,743Services
    
    
    10,203
    
    
    
    10,327
    
    
    
    31,312
    
    
    
    31,32069,838
    
    
    
    53,230
    
    
    
    206,698
    
    
    
    153,063Cost of revenues:Products
    
    
    37,440
    
    
    
    27,493
    
    
    
    107,815
    
    
    
    77,332Services
    
    
    6,100
    
    
    
    6,370
    
    
    
    18,334
    
    
    
    19,12543,540
    
    
    
    33,863
    
    
    
    126,149
    
    
    
    96,457Gross profit
    
    
    26,298
    
    
    
    19,367
    
    
    
    80,549
    
    
    
    56,606Selling, general and administrative expenses
    
    
    15,696
    
    
    
    8,789
    
    
    
    44,226
    
    
    
    29,230Income from operations
    
    
    10,602
    
    
    
    10,578
    
    
    
    36,323
    
    
    
    27,376Interest expense
    
    
    (453
    )
    
    
    (98
    )
    
    
    (1,946
    )
    
    
    (354
    )Interest income
    
    
    80
    
    
    
    424
    
    
    
    143
    
    
    
    705Other income (expense), net
    
    
    (164
    )
    
    
    301
    
    
    
    343
    
    
    
    780Income from continuing operations before
provision for income taxes
    
    
    10,065
    
    
    
    11,205
    
    
    
    34,863
    
    
    
    28,507Provision for income taxes
    
    
    5,359
    
    
    
    3,984
    
    
    
    13,128
    
    
    
    10,474Income from continuing operations
    
    
    4,706
    
    
    
    7,221
    
    
    
    21,735
    
    
    
    18,033Loss from discontinued operations, net of tax
    
    
    (9
    )
    
    
    (92
    )
    
    
    (20
    )
    
    
    (1,167
    )Net income
    
    $
    4,697
    
    
    $
    7,129
    
    
    $
    21,715
    
    
    $
    16,866Basic earnings (loss) per common share:Continuing operations
    
    $
    .38
    
    
    $
    .59
    
    
    $
    1.75
    
    
    $
    1.56Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (.10
    )Net income per common share
    
    $
    .38
    
    
    $
    .59
    
    
    $
    1.75
    
    
    $
    1.46Diluted earnings (loss) per common share:Continuing operations
    
    $
    .37
    
    
    $
    .58
    
    
    $
    1.69
    
    
    $
    1.52Discontinued operations
    
    $
    
    
    
    $
    (.01
    )
    
    $
    
    
    
    $
    (.10
    )Net income per common share
    
    $
    .37
    
    
    $
    .57
    
    
    $
    1.69
    
    
    $
    1.42Weighted average common shares outstanding:Basic
    
    
    12,504
    
    
    
    12,170
    
    
    
    12,437
    
    
    
    11,550Diluted
    
    
    12,872
    
    
    
    12,523
    
    
    
    12,885
    
    
    
    11,879
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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 (in thousands)
 Nine Months EndedSeptember 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    21,715
    
    
    $
    16,866Adjustments to reconcile net income to net cash
provided by operating activities:Loss from discontinued operations, net of tax
    
    
    20
    
    
    
    1,167Bad debt expense
    
    
    340
    
    
    
    171Depreciation and amortization
    
    
    6,444
    
    
    
    3,181Amortization of deferred loan costs
    
    
    174
    
    
    
    189Loss (gain) on sale of assets
    
    
    (33
    )
    
    
    12Write-off of property and equipment, net
    
    
    25
    
    
    
    Deferred taxes
    
    
    (718
    )
    
    
    (266
    )Employee stock-based compensation expense
    
    
    4,025
    
    
    
    2,463Excess tax benefits from stock-based compensation
    
    
    (1,688
    )
    
    
    (653
    )Equity in earnings of unconsolidated affiliate
    
    
    (175
    )
    
    
    (485
    )Changes in assets and liabilities, net of effect of
acquisitions and dispositions:Accounts receivable  trade
    
    
    1,249
    
    
    
    (3,985
    )Inventories
    
    
    (12,630
    )
    
    
    (11,496
    )Prepaids and other current assets
    
    
    (539
    )
    
    
    2,034Other assets
    
    
    (219
    )
    
    
    (472
    )Accounts payable  trade
    
    
    3,452
    
    
    
    1,128Accrued expenses and other
    
    
    5,868
    
    
    
    (515
    )Net cash provided by operating activities
    
    
    27,310
    
    
    
    9,339Cash flows from investing activities:Purchases of property and equipment
    
    
    (7,488
    )
    
    
    (4,305
    )Proceeds from sales of property and equipment
    
    
    92
    
    
    
    40Cash paid for acquisitions, net of cash acquired
    
    
    (2,732
    )
    
    
    Equity investment in unconsolidated affiliate
    
    
    
    
    
    
    (460
    )Net cash used in investing activities
    
    
    (10,128
    )
    
    
    (4,725
    )Cash flows from financing activities:Net borrowings (repayments) under swing line credit facility
    
    
    4,414
    
    
    
    (85
    )Net repayments under revolving credit facility
    
    
    (34,000
    )
    
    
    Payments on long-term debt
    
    
    (93
    )
    
    
    Debt financing costs
    
    
    (78
    )
    
    
    Net proceeds from issuance of common stock
    
    
    
    
    
    
    22,157Proceeds from exercise of stock options
    
    
    3,084
    
    
    
    1,152Proceeds from exercise of warrants
    
    
    38
    
    
    
    4,018Excess tax benefits from stock-based compensation
    
    
    1,688
    
    
    
    653Net cash provided by (used in) financing activities
    
    
    (24,947
    )
    
    
    27,895Effect of exchange rate changes on cash and cash equivalents
    
    
    (137
    )
    
    
    65Net increase (decrease) in cash and cash equivalents
    
    
    (7,902
    )
    
    
    32,574Cash and cash equivalents, beginning of period
    
    
    9,522
    
    
    
    3,393Cash and cash equivalents, end of period
    
    $
    1,620
    
    
    $
    35,967
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T-3 ENERGY SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 (in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    4,697
    
    
    $
    7,129
    
    
    $
    21,715
    
    
    $
    16,866Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    (650
    )
    
    
    980
    
    
    
    (1,120
    )
    
    
    2,232Comprehensive income
    
    $
    4,047
    
    
    $
    8,109
    
    
    $
    20,595
    
    
    $
    19,098
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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
 Accounting for the Impairment or Disposal of Long-Lived
Assets
  New Accounting Pronouncements
 Fair Value Measurements
 5




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Business Combinations
 2. BUSINESS COMBINATIONS AND DISPOSITIONS
 Business Combinations
      6




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Fair value of tangible and intangible assets,
net of cash acquired
    
    $
    2,801Goodwill recorded
    
    
    758Total liabilities assumed
    
    
    (827
    )Common stock issued
    
    
    Cash paid for acquisitions, net of cash acquired
    
    $
    2,732
 
 Three Months Ended
    
    Nine Months EndedSeptember 30, 2007
    
    September 30, 2007(In thousands, except
    
    (In thousands, exceptper share amounts)
    
    per share amounts)Revenues
    
    $
    70,431
    
    
    $
    203,804Income from continuing
operations
    
    $
    8,801
    
    
    $
    22,767Basic Earnings per share from
continuing
operations
    
    $
    0.72
    
    
    $
    1.97Diluted Earnings per share from
continuing
operations
    
    $
    0.70
    
    
    $
    1.92
 Dispositions
  3. INVENTORIES
  September 30,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    7,642
    
    
    $
    7,640Work in process
    
    
    16,723
    
    
    
    16,319Finished goods and component parts
    
    
    35,454
    
    
    
    23,498$
    59,819
    
    
    $
    47,457
 4.
    
    DEBT
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5. EARNINGS (LOSS) PER SHARE
  Three Months EndedSeptember 30,2008
    
    
    2007Numerator:Income from continuing operations
    
    $
    4,706
    
    
    $
    7,221Loss from discontinued operations
    
    
    (9
    )
    
    
    (92
    )Net income
    
    $
    4,697
    
    
    $
    7,129Denominator:Weighted average common shares
outstanding  basic
    
    
    12,504
    
    
    
    12,170Shares for dilutive stock options,
restricted stock and warrants
    
    
    368
    
    
    
    353Weighted average common shares
outstanding  diluted
    
    
    12,872
    
    
    
    12,523Basic earnings (loss) per common share:Continuing operations
    
    $
    .38
    
    
    $
    .59Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .38
    
    
    $
    .59Diluted earnings (loss) per common share:Continuing operations
    
    $
    .37
    
    
    $
    .58Discontinued operations
    
    
    
    
    
    
    (.01
    )Net income per common share
    
    $
    .37
    
    
    $
    .57
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Nine Months EndedSeptember 30,2008
    
    
    2007Numerator:Income from continuing operations
    
    $
    21,735
    
    
    $
    18,033Loss from discontinued operations
    
    
    (20
    )
    
    
    (1,167
    )Net income
    
    $
    21,715
    
    
    $
    16,866Denominator:Weighted average common shares outstanding  basic
    
    
    12,437
    
    
    
    11,550Shares for dilutive stock options, restricted stock and warrants
    
    
    448
    
    
    
    329Weighted average common shares outstanding  diluted
    
    
    12,885
    
    
    
    11,879Basic earnings (loss) per common share:Continuing operations
    
    $
    1.75
    
    
    $
    1.56Discontinued operations
    
    
    
    
    
    
    (.10
    )Net income per common share
    
    $
    1.75
    
    
    $
    1.46Diluted earnings (loss) per common share:Continuing operations
    
    $
    1.69
    
    
    $
    1.52Discontinued operations
    
    
    
    
    
    
    (.10
    )Net income per common share
    
    $
    1.69
    
    
    $
    1.42
  6. SEGMENT INFORMATION
    9




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(dollars in thousands)PressureControl
    
    Corporate
    
    ConsolidatedThree months ended September 30:2008Revenues
    
    $
    69,838
    
    
    $
    
    
    
    $
    69,838Depreciation and amortization
    
    
    1,733
    
    
    
    267
    
    
    
    2,000Income (loss) from operations
    
    
    17,749
    
    
    
    (7,147
    )
    
    
    10,602Capital expenditures
    
    
    1,553
    
    
    
    309
    
    
    
    1,8622007Revenues
    
    $
    53,230
    
    
    $
    
    
    
    $
    53,230Depreciation and amortization
    
    
    766
    
    
    
    319
    
    
    
    1,085Income (loss) from operations
    
    
    14,122
    
    
    
    (3,544
    )
    
    
    10,578Capital expenditures
    
    
    1,862
    
    
    
    196
    
    
    
    2,058
 (dollars in thousands)PressureControl
    
    Corporate
    
    ConsolidatedNine months ended September 30:2008Revenues
    
    $
    206,698
    
    
    $
    
    
    
    $
    206,698Depreciation and amortization
    
    
    5,511
    
    
    
    933
    
    
    
    6,444Income (loss) from operations
    
    
    54,604
    
    
    
    (18,281
    )
    
    
    36,323Capital expenditures
    
    
    6,658
    
    
    
    830
    
    
    
    7,4882007Revenues
    
    $
    153,063
    
    
    $
    
    
    
    $
    153,063Depreciation and amortization
    
    
    2,213
    
    
    
    968
    
    
    
    3,181Income (loss) from operations
    
    
    38,892
    
    
    
    (11,516
    )
    
    
    27,376Capital expenditures
    
    
    3,721
    
    
    
    584
    
    
    
    4,305
 7. COMMITMENTS AND CONTINGENCIES
  th
 st
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8. STOCKHOLDERS EQUITY
   Common Stock
  Warrants
  Additional Paid-In Capital
  11




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9. STOCK-BASED COMPENSATION
  Stock Option Awards
  Nine Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2008
    
    2007Expected volatility
    
    
    50.00
    %
    
    
    40.00
    %Risk-free interest rate
    
    
    2.28
    %
    
    
    4.64
    %Expected term (in years)
    
    
    4.7
    
    
    
    5
  Restricted Stock Awards
 rd
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10. INCOME TAXES
   13




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11. SUBSEQUENT EVENTS
 th
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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 General
   Recent Developments
 th
 Strategy
  
    
    Expand our manufacturing capacity through facility expansions and improvements.We have
expanded our manufacturing capacity to increase the volume and number of products we
manufacture, with an emphasis on our pressure and flow control product line. This organic
expansion effort has included increasing our BOP manufacturing capacity from ten to
twenty-five units per month by upgrading and expanding our machining capabilities at our
existing facilities and expansion into Grand Junction, Colorado and Conway, Arkansas during
2007. During the remainder of 2008 and the first half of 2009, we will continue to expand
capacity by:
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
    
    completing the expansion of our BOP repair capacity from 7 stacks per month to 11
stacks per month;
    
    finalizing the creation of an India-based manufacturing subsidiary during the last
quarter of 2008;
    
    opening additional facilities for our wellhead product line; and
    
    opening additional facilities for our pipeline product line.
 
    
    Continue new product development.Since April 2003, we have introduced 118 new
products, and we will continue to focus on new product development across all of our
product lines, with a continued focus on pressure and flow control products and more
recently on wellhead products. In particular, during 2007 we added a subsea line of
products to our traditional surface drilling products by introducing our T-3 Diamond Series
Model 6012 Subsea Double Ram BOP fitted with subsea compact tandem booster bonnets and
casing shear bonnets. In addition, during 2007 we received commitments for our new
stainless steel dual block wellhead system incorporating our new Diamond Series production
gate valve technology, our new under-balanced drilling deployment valve wellhead system,
and a conventional wellhead system that also incorporates our new Diamond Series production
gate valves.
    
    Expand our geographic areas of operation.We intend to expand our geographic areas of
operation, with particular focus on field services for our wellhead and pipeline product
lines. We are expanding our wellhead and pipeline repair and remanufacturing services by
establishing facilities in areas we believe will have high drilling activity, such as the
Barnett Shale in North Texas, the Cotton Valley trend in the East Texas Basin, the
Fayetteville Shale in the Arkoma Basin, the Marcellus Shale in the Appalachian region and
the Rocky Mountain region. For example, in January 2008 we expanded into the Oklahoma
region by acquiring Pinnacle Wellhead, Inc., or Pinnacle. During 2007, we furthered our
expansion into the Rocky Mountain region by opening a facility in Grand Junction, Colorado
and we established a presence in the Arkoma Basin by opening a facility in Conway,
Arkansas.
    
    Improve efficiencies and cut costs when appropriate.In the event that revenues do not
materialize as we anticipate, we intend to cut costs and improve efficiencies in a manner
that will allow us to maximize the long term cash flows and returns of the Company.
    
    Pursue strategic acquisitions and alliances.Our acquisition strategy will focus on
broadening our markets and existing product offerings. In July 2008, we entered into a
joint venture arrangement, which we anticipate to be operational in the fourth quarter of
2008, with Aswan International Engineering Company LLC in the Middle East to repair,
manufacture, remanufacture and service equipment for customers in the UAE, Kuwait, Qatar,
Bahrain, Oman, Yemen, Algeria, Egypt, Pakistan and Iraq. In January 2008, we acquired
Pinnacle, located in Oklahoma City, Oklahoma to expand our wellhead products and services
into a strategically identified market that already has existing operations, work force and
customer relationships. In October 2007, we acquired Energy Equipment Corporation, or EEC,
and HP&T Products, Inc., or HP&T, both of which are located in Houston, Texas, to enhance
our ability to continue to develop and introduce innovative and industry-leading
technologies within our pressure and flow control product line. We will continue to seek
similar strategic acquisition and alliance opportunities in the future.
 How We Generate Our Revenue
  16




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How We Evaluate Our Operations
  
    
    revenue and facility output;
    
    material and labor expenses as a percentage of revenue;
    
    selling, general and administrative expenses as a percentage of revenue;
    
    operating income;
    
    EBITDA;
    
    return on capital employed;
    
    financial and operational models; and
    
    other measures of performance.
 Revenue and Facility Output.
 Material and Labor Expenses as a Percentage of Revenue.
  Selling, General and Administrative Expenses as a Percentage of Revenue.
 17




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##### Table of Contents



Operating Income.
 EBITDA.
 
    
    as a measure of operating performance that assists us in comparing our performance
on a consistent basis because it removes the impact of our capital structure and asset
base from our operating results;
    
    as a measure for budgeting and for evaluating actual results against our budgets;
    
    to assess compliance with financial ratios and covenants included in our senior
credit facility;
    
    in communications with lenders concerning our financial performance; and
    
    to evaluate the viability of potential acquisitions and overall rates of return.
 Return on Capital Employed.
 Financial and Operational Models.
 Loss Management .
 Customer Satisfaction.
 Employee Productivity .
 Management System Compliance .
 18




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##### Table of Contents



How We Manage Our Operations
  
    
    safety and environmental management systems;
    
    quality management systems;
    
    statistical tracking systems; and
    
    inventory turnover rates.
 Safety and Environmental Management Systems.
   Quality Management Systems.
 Statistical Tracking Systems.
 Inventory Turnover Rates .
 Critical Accounting Policies and Estimates
  19




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New Accounting Pronouncements
 Fair Value Measurements
 Business Combinations
 Outlook
  20




---



##### Table of Contents



WTI
    
    Henry Hub
    
    United States
    
    Canada
    
    InternationalQuarter Ended:
    
    Oil
    
    Gas
    
    Rig Count
    
    Rig Count
    
    Rig CountSeptember 30, 2006
    
    $
    70.42
    
    
    $
    6.17
    
    
    
    1,719
    
    
    
    494
    
    
    
    941December 31, 2006
    
    $
    59.98
    
    
    $
    7.24
    
    
    
    1,719
    
    
    
    440
    
    
    
    952March 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
    
    
    
    1,868
    
    
    
    199
    
    
    
    1,084September 30, 2008
    
    $
    118.05
    
    
    $
    9.00
    
    
    
    1,987
    
    
    
    439
    
    
    
    1,096
 
 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 September 30, 2008 Compared with Three Months ended September 30, 2007
 Revenues.
 21




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Cost of Revenues.
 Selling, General and Administrative Expenses.
 Interest Expense.
 Income Taxes.
 Income from Continuing Operations.
 22




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##### Table of Contents



Discontinued Operations .
 Nine Months ended September 30, 2008 Compared with Nine Months ended September 30, 2007
 Revenues.
 Cost of Revenues.
 Selling, General and Administrative Expenses.
 23




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##### Table of Contents



Interest Expense.
 Income Taxes.
 Income from Continuing Operations.
 Discontinued Operations .
 Liquidity and Capital Resources
  Net Cash Provided by Operating Activities.
 24




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##### Table of Contents



Net Cash Used In Investing Activities.
 Net Cash Provided by (Used in) Financing Activities.
 Principal Debt Instruments.
   25




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##### Table of Contents



Contractual Obligations.
 Payments Due by PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    After 5Contractual Obligations
    
    Total
    
    
    Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    YearsLong-term debt
    
    $
    31,839
    
    
    $
    5
    
    
    $
    5
    
    
    $
    31,829
    
    
    $
    Letters of credit
    
    
    900
    
    
    
    900
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    4,848
    
    
    
    2,094
    
    
    
    2,269
    
    
    
    478
    
    
    
    7Total contractual obligations
    
    $
    37,587
    
    
    $
    2,999
    
    
    $
    2,274
    
    
    $
    32,307
    
    
    $
    7
  Off-Balance Sheet Arrangements.
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    26




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls Over Financial Reporting
  27




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##### Table of Contents



PART II
 
 Cautionary Note Regarding Forward-Looking Statements
    
 Item 1. Legal Proceedings
  28




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##### Table of Contents



Item 1A. Risk Factors
 An investment in our securities involves a high degree of risk. You should carefully consider
the risk factors described below, together with the other information included in our Annual Report
on Form 10-K for the year ended December 31, 2007, before you decide to invest in our securities.
These risks are the material risks of which we are currently aware; however, they may not be the
only risks that we may face. Additional risks and uncertainties not currently known to us or that
we currently view as immaterial may also impair our business. If any of these risks develop into
actual events, it could materially and adversely affect our business, financial condition, results
of operations and cash flows, the trading price of your shares could decline and you may lose all
or part of your investment.
 Risks Related to Our Business
 If we are unable to successfully manage our growth and implement our business plan, our results of
operations will be adversely affected.
  
    
    inability to integrate operations between existing and new or expanded facilities;
    
    lack of a sufficient number of qualified technical and operating personnel;
    
    shortage of operating equipment and raw materials necessary to operate our expanded
business; and
    
    inability to manage the increased costs associated with our expansion.
 Our business depends on spending by the oil and gas industry, and this spending and our business
may be adversely affected by industry conditions that are beyond our control.
  
    
    the level of drilling activity;
    
    the level of oil and gas production;
    
    the demand for oil and gas related products;
    
    domestic and worldwide economic conditions;
    
    political instability in the Middle East and other oil producing regions;
    
    the actions of the Organization of Petroleum Exporting Countries;
    
    the price of foreign imports of oil and gas, including liquefied natural gas;
    
    natural disasters or weather conditions, such as hurricanes;
    
    technological advances affecting energy consumption;
    
    the level of oil and gas inventories;
    
    the cost of producing oil and gas;
 29




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##### Table of Contents




    
    the price and availability of alternative fuels;
    
    merger and divestiture activity among oil and gas producers;
    
    the ability of our customers to obtain sufficient amounts of capital; and
    
    governmental regulation.
  A decline in or substantial volatility of oil and gas prices could adversely affect the demand and
prices for our products and services.
   Our inability to deliver our backlog on time could affect our future sales and profitability and
our relationships with our customers.
  We rely on a few key employees whose absence or loss could disrupt our operations or be adverse to
our business.
   30




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##### Table of Contents



Our industry has recently experienced shortages in the availability of qualified personnel. Any
difficulty we experience replacing or adding qualified personnel could adversely affect our
business.
  Shortages of raw materials may restrict our operations.
  We intend to expand our business through strategic acquisitions. Our acquisition strategy
exposes us to various risks, including those relating to difficulties in identifying suitable
acquisition opportunities and integrating businesses and the potential for increased leverage or
debt service requirements.
  
    
    unanticipated costs and exposure to unforeseen liabilities;
    
    difficulty in integrating the operations and assets of the acquired businesses;
    
    potential loss of key employees and customers of the acquired company;
    
    potential inability to properly establish and maintain effective internal controls
over an acquired company; and
    
    risk of entering markets in which we have limited prior experience.
   31




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##### Table of Contents



The oilfield service industry in which we operate is highly competitive, which may result in a loss
of market share or a decrease in revenue or profit margins.
  If we do not develop and commercialize new competitive products, our revenue may decline.
  
    
    design and commercially produce products that meet the needs of our customers;
    
    successfully market new products; and
    
    protect our proprietary designs from our competitors.
   Some of our products require the use of elastomer products in their manufacture. Any negative
developments in the availability or costs of these elastomer products could adversely affect our
business, financial conditions and results of operations.
  The cyclical nature of or a prolonged downturn in our industry could affect the carrying value of
our goodwill.
  32




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##### Table of Contents



We may be faced with product liability claims.
  Liability to customers under warranties may materially and adversely affect our earnings.
  Uninsured or underinsured claims or litigation or an increase in our insurance premiums could
adversely impact our results.
  One of our competitive strengths is our established brand name and to the extent any joint venture
that we participate in uses our brand name and delivers products or services that are not up to our
standards of quality or service, this could diminish the value of our brand name and adversely
affect our business.
  Our operations are subject to stringent environmental laws and regulations that may expose us to
significant costs and liabilities.
  33




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##### Table of Contents



We will be subject to political, economic and other uncertainties as we expand our international
operations.
  
    
    political, social and economic instability;
    
    currency fluctuations; and
    
    government regulation that is beyond our control.
  Risks Related to Our Common Stock
 The market price of our common stock may be volatile or may decline regardless of our operating
performance.
  
    
    actual or anticipated variations in quarterly operating results;
    
    announcements of technological advances by us or our competitors;
    
    current events affecting the political and economic environment in the United
States;
    
    conditions or trends in our industry, including demand for our products and
services, technological advances and governmental regulations;
    
    litigation involving or affecting us;
 34




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##### Table of Contents




    
    changes in financial estimates by us or by any securities analysts who might cover
our stock; and
    
    additions or departures of our key personnel.
  Our ability to issue preferred stock could adversely affect the rights of holders of our common
stock.
  Certain provisions in our charter documents have anti-takeover effects.
  Because we have no plans to pay any dividends for the foreseeable future, investors must look
solely to stock appreciation for a return on their investment in us.
  35




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##### Table of Contents



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
    
    
    
    Bylaws of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit
3.2 to the Companys Current Report on Form
8-K dated December 31, 2001).3.5
    
    
    
    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).3.6
    
    
    
    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).3.7
    
    
    
    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).4.2
    
    
    
    Form of warrant to purchase 327,862 shares of
the Companys Common Stock at $12.80 per
share issued to former T-3 shareholders in
connection with the merger of T-3 and
Industrial Holdings, Inc. (incorporated
herein by reference to Annex VII to the
Definitive Proxy Statement on Schedule 14A of
T-3 dated November 9, 2001).10.1+
    
    
    
    Employment Agreement by and between Gus D.
Halas and T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit
10.1 to the Companys Current Report on Form
8-K dated September 14, 2007).
 36




---



##### Table of Contents



Exhibit Number
    
    
    
    Identification of Exhibit10.2+
    
    
    
    Employment Agreement of Michael T. Mino
(incorporated herein by reference to Exhibit
10.2 to the Companys 2001 Annual Report on
Form 10-K).10.3+
    
    
    
    Fourth Employment Agreement dated June 1,
2006, between T-3 Management Services, L.P.
and Keith A. Klopfenstein (incorporated
herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated
June 5, 2006).10.4+
    
    
    
    T-3 Energy Services, Inc. 2002 Stock
Incentive Plan, as amended and restated
effective July 30, 2002 (incorporated herein
by reference to the Companys Form S-8 filed
November 18, 2002).10.5+
    
    
    
    T-3 Energy Services, Inc. 2002 Stock
Incentive Plan, as amended and restated
effective January 1, 2005 (incorporated by
reference to Appendix A to the Companys
Definitive Proxy Statement on Schedule 14A
filed on April 21, 2006).10.6+
    
    
    
    Non-Statutory Stock Option Agreement dated
January 12, 2006, between T-3 Energy
Services, Inc. and Gus D. Halas (incorporated
herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated
January 18, 2006).10.7+
    
    
    
    Non-Statutory Stock Option Agreement dated
January 12, 2006, between T-3 Energy
Services, Inc. and Michael T. Mino
(incorporated herein by reference to Exhibit
10.2 to the Companys Current Report on Form
8-K dated January 18, 2006).10.8+
    
    
    
    Non-Statutory Stock Option Agreement dated
January 12, 2006, between T-3 Energy
Services, Inc. and Keith A. Klopfenstein
(incorporated herein by reference to Exhibit
10.3 to the Companys Current Report on Form
8-K dated January 18, 2006).10.9+
    
    
    
    Form of Employee Non-Statutory Stock Option
Agreement under the Companys 2002 Stock
Incentive Plan, as amended and restated
effective July 30, 2002 (incorporated herein
by reference to Exhibit 10.4 to the Companys
Current Report on Form 8-K dated January 18,
2006).10.10+
    
    
    
    Form of Non-Employee Director Non-Statutory
Stock Option Agreement under the Companys
2002 Stock Incentive Plan, as amended and
restated effective July 30, 2002
(incorporated herein by reference to Exhibit
10.5 to the Companys Current Report on Form
8-K dated January 18, 2006).10.11+
    
    
    
    Restricted Stock Award Agreement between T-3
Energy Services, Inc. and Gus D. Halas
(incorporated herein by reference to Exhibit
10.3 to the Companys Current Report on Form
8-K dated May 3, 2006).10.12+
    
    
    
    Restricted Stock Award Agreement between T-3
Energy Services, Inc. and Gus D. Halas
(incorporated herein by reference to Exhibit
10.4 to the Companys Current Report on Form
8-K dated May 3, 2006).10.13
    
    
    
    Company Purchase Agreement for KC Machine,
LLC by and among Kelly Niswender, Carol
Niswender and T-3 Rocky Mountain Holdings,
Inc. dated as of January 12, 2006
(incorporated herein by reference to Exhibit
10.23 to the Companys 2005 Annual Report on
Form 10-K).10.14
    
    
    
    First Amended and Restated Credit Agreement
dated as of September 30, 2004 among T-3
Energy Services, Inc. as Borrower, Wells
Fargo Bank, National Association as Issuing
Bank, as a Bank and as Lead Arranger and
Agent for the Banks and the Banks
(incorporated herein by reference to Exhibit
10.1 to the Companys Current Report on Form
8-K dated October 5, 2004).10.15
    
    
    
    First Amendment to First Amended and Restated
Credit Agreement dated August 25, 2005, among
T-3 Energy Services, Inc., T-3 Oilco Energy
Services Partnership, the Banks signatory
thereto, Wells Fargo Bank, National
Association, as agent for the Banks, and
Comerica Bank
 37




---



##### Table of Contents



Exhibit Number
    
    
    
    Identification of Exhibit(incorporated herein by
reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated August 26,
2005).10.16
    
    
    
    Intercreditor Agreement dated August 25,
2005, among T-3 Energy Services, Inc., T-3
Oilco Energy Services Partnership, Wells
Fargo Bank, National Association, as Issuing
Bank, as agent for the Banks, and Comerica
Bank (incorporated herein by reference to
Exhibit 10.2 to the Companys Current Report
on Form 8-K dated August 26, 2005).10.17
    
    
    
    Second Amendment to First Amended and
Restated Credit Agreement dated March 17,
2006, among T-3 Energy Services, Inc., T-3
Oilco Energy Services Partnership, the Banks
signatory thereto, Wells Fargo Bank, National
Association, as agent for the Banks, and
Comerica Bank (incorporated herein by
reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the period
ended March 31, 2006).10.18
    
    
    
    Third Amendment to First Amended and Restated
Credit Agreement dated March 31, 2006, among
T-3 Energy Services, Inc., T-3 Oilco Energy
Services Partnership, the Banks signatory
thereto, Wells Fargo Bank, National
Association, as agent for the Banks, and
Comerica Bank (incorporated herein by
reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated May 3,
2006).10.19
    
    
    
    Amended and Restated Loan Agreement dated as
of September 30, 2004 among T-3 Energy
Services, Inc. as Borrower and Wells Fargo
Energy Capital, Inc. as Lender and as Agent
for the Lenders and the Lenders (incorporated
herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K dated
October 5, 2004).10.20
    
    
    
    First Amended and Restated Subordination and
Intercreditor Agreement dated as of September
30, 2004, among T-3 Energy Services, Inc.,
the Guarantors named therein, General
Electric Capital Corporation, Comerica Bank,
Wells Fargo Bank, National Association, as
agent for the senior lenders, and Wells Fargo
Energy Capital, Inc., as agent for the junior
lenders (incorporated herein by reference to
Exhibit 10.3 to the Companys Current Report
on Form 8-K dated October 5, 2004).10.21
    
    
    
    Stock Purchase Agreement by and Among T-3
Energy Services, Inc., Energy Equipment
Corporation, Energy Equipment Group, Inc. and
the Stockholders of Energy Equipment Group,
Inc. (incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report
on Form 8-K dated October 31, 2007).10.22
    
    
    
    Stock Purchase Agreement by and among T-3
Energy Services, Inc., HP&T Products, Inc.,
Federal International (2000) Ltd, George
Anderson, Vijay Chatufale and Joe Gruba
(incorporated herein by reference to Exhibit
2.2 to the Companys Current Report on Form
8-K dated October 31, 2007).10.23
    
    
    
    Fourth Amendment to First Amended and
Restated Credit Agreement dated July 13,
2007, among T-3 Energy Services, Inc., T-3
Oilco Energy Services Partnership, the Banks
signatory thereto, Wells Fargo Bank, National
Association, as agent for the Banks, and
Comerica Bank (incorporated herein by
reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated July 17,
2007).10.24+
    
    
    
    Form of Restricted Stock Award Agreement
(incorporated herein by reference to Exhibit
10.1 to the Companys Quarterly Report on
Form 10-Q for the period ended September 30,
2007).10.25+
    
    
    
    Restricted Stock Award Agreement of Gus D.
Halas (incorporated herein by reference to
Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the period ended
September 30, 2007).10.26
    
    
    
    Second Amended and Restated Credit Agreement
dated as of October 26, 2007, among T-3
Energy Services, Inc. as U.S. Borrower, T-
 38




---



##### Table of Contents



Exhibit Number
    
    
    
    Identification of Exhibit3
Energy Services (formerly known as T-3 Oilco
Energy Services Partnership) as Canadian
Borrower, Wells Fargo Bank, National
Association as U.S. Administrative Agent,
U.S. Issuing Lender and U.S. Swingline
Lender, and as Lead Arranger, Comerica Bank
as Canadian Administrative Agent, Canadian
Issuing Lender and Canadian Swingline Lender,
and the Lenders (incorporated herein by
reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated October 31,
2007).10.27+
    
    
    
    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 Current Report on Form
8-K dated July 2, 2008).10.28+
    
    
    
    Restricted Stock Award Agreement of James M.
Mitchell (incorporated herein by reference to
Exhibit 10.2 to the Companys Current Report
on Form 8-K dated July 2, 2008).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 amended31.2*
    
    
    
    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 amended32.1**
    
    
    
    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 39




---



##### 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 5th day of November 2008.
 T-3 ENERGY SERVICES, INC.By:
    /s/ JAMES M. MITCHELLJames M. Mitchell (Chief FinancialOfficer and Senior Vice President) 40




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    
    
    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
    
    
    
    Bylaws of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit
3.2 to the Companys Current Report on Form
8-K dated December 31, 2001).3.5
    
    
    
    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).3.6
    
    
    
    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).3.7
    
    
    
    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).4.2
    
    
    
    Form of warrant to purchase 327,862 shares of
the Companys Common Stock at $12.80 per
share issued to former T-3 shareholders in
connection with the merger of T-3 and
Industrial Holdings, Inc. (incorporated
herein by reference to Annex VII to the
Definitive Proxy Statement on Schedule 14A of
T-3 dated November 9, 2001).10.1+
    
    
    
    Employment Agreement by and between Gus D.
Halas and T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit
10.1 to the Companys Current Report on Form
8-K dated September 14, 2007).10.2+
    
    
    
    Employment Agreement of Michael T. Mino
(incorporated herein by reference to Exhibit
10.2 to the Companys 2001 Annual Report on
Form 10-K).10.3+
    
    
    
    Fourth Employment Agreement dated June 1,
2006, between T-3 Management Services, L.P.
and Keith A. Klopfenstein (incorporated
herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated
June 5, 2006).10.4+
    
    
    
    T-3 Energy Services, Inc. 2002 Stock
Incentive Plan, as amended and restated
effective July 30, 2002 (incorporated herein
by reference to the Companys Form S-8 filed
November 18, 2002).10.5+
    
    
    
    T-3 Energy Services, Inc. 2002 Stock
Incentive Plan, as amended and restated
effective January 1, 2005 (incorporated by
reference to Appendix A to the Companys
Definitive Proxy Statement on Schedule 14A
filed on April 21, 2006).10.6+
    
    
    
    Non-Statutory Stock Option Agreement dated
January 12, 2006, between T-3 Energy
Services, Inc. and Gus D. Halas (incorporated
herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated
January 18, 2006).




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##### Table of Contents



ExhibitNumber
    
    
    
    Identification of Exhibit10.7+
    
    
    
    Non-Statutory Stock Option Agreement dated
January 12, 2006, between T-3 Energy
Services, Inc. and Michael T. Mino
(incorporated herein by reference to Exhibit
10.2 to the Companys Current Report on Form
8-K dated January 18, 2006).10.8+
    
    
    
    Non-Statutory Stock Option Agreement dated
January 12, 2006, between T-3 Energy
Services, Inc. and Keith A. Klopfenstein
(incorporated herein by reference to Exhibit
10.3 to the Companys Current Report on Form
8-K dated January 18, 2006).10.9+
    
    
    
    Form of Employee Non-Statutory Stock Option
Agreement under the Companys 2002 Stock
Incentive Plan, as amended and restated
effective July 30, 2002 (incorporated herein
by reference to Exhibit 10.4 to the Companys
Current Report on Form 8-K dated January 18,
2006).10.10+
    
    
    
    Form of Non-Employee Director Non-Statutory
Stock Option Agreement under the Companys
2002 Stock Incentive Plan, as amended and
restated effective July 30, 2002
(incorporated herein by reference to Exhibit
10.5 to the Companys Current Report on Form
8-K dated January 18, 2006).10.11+
    
    
    
    Restricted Stock Award Agreement between T-3
Energy Services, Inc. and Gus D. Halas
(incorporated herein by reference to Exhibit
10.3 to the Companys Current Report on Form
8-K dated May 3, 2006).10.12+
    
    
    
    Restricted Stock Award Agreement between T-3
Energy Services, Inc. and Gus D. Halas
(incorporated herein by reference to Exhibit
10.4 to the Companys Current Report on Form
8-K dated May 3, 2006).10.13
    
    
    
    Company Purchase Agreement for KC Machine,
LLC by and among Kelly Niswender, Carol
Niswender and T-3 Rocky Mountain Holdings,
Inc. dated as of January 12, 2006
(incorporated herein by reference to Exhibit
10.23 to the Companys 2005 Annual Report on
Form 10-K).10.14
    
    
    
    First Amended and Restated Credit Agreement
dated as of September 30, 2004 among T-3
Energy Services, Inc. as Borrower, Wells
Fargo Bank, National Association as Issuing
Bank, as a Bank and as Lead Arranger and
Agent for the Banks and the Banks
(incorporated herein by reference to Exhibit
10.1 to the Companys Current Report on Form
8-K dated October 5, 2004).10.15
    
    
    
    First Amendment to First Amended and Restated
Credit Agreement dated August 25, 2005, among
T-3 Energy Services, Inc., T-3 Oilco Energy
Services Partnership, the Banks signatory
thereto, Wells Fargo Bank, National
Association, as agent for the Banks, and
Comerica Bank (incorporated herein by
reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated August 26,
2005).10.16
    
    
    
    Intercreditor Agreement dated August 25,
2005, among T-3 Energy Services, Inc., T-3
Oilco Energy Services Partnership, Wells
Fargo Bank, National Association, as Issuing
Bank, as agent for the Banks, and Comerica
Bank (incorporated herein by reference to
Exhibit 10.2 to the Companys Current Report
on Form 8-K dated August 26, 2005).10.17
    
    
    
    Second Amendment to First Amended and
Restated Credit Agreement dated March 17,
2006, among T-3 Energy Services, Inc., T-3
Oilco Energy Services Partnership, the Banks
signatory thereto, Wells Fargo Bank, National
Association, as agent for the Banks, and
Comerica Bank (incorporated herein by
reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the period
ended March 31, 2006).10.18
    
    
    
    Third Amendment to First Amended and Restated
Credit Agreement dated March 31, 2006, among
T-3 Energy Services, Inc., T-3 Oilco Energy
Services Partnership, the Banks signatory
thereto, Wells Fargo Bank, National
Association, as agent for the Banks, and
Comerica Bank (incorporated herein by
reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated May 3,
2006).10.19
    
    
    
    Amended and Restated Loan Agreement dated as
of September 30, 2004 among T-3 Energy
Services, Inc. as Borrower and Wells Fargo
Energy




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##### Table of Contents



ExhibitNumber
    
    
    
    Identification of ExhibitCapital, Inc. as Lender and as Agent
for the Lenders and the Lenders (incorporated
herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K dated
October 5, 2004).10.20
    
    
    
    First Amended and Restated Subordination and
Intercreditor Agreement dated as of September
30, 2004, among T-3 Energy Services, Inc.,
the Guarantors named therein, General
Electric Capital Corporation, Comerica Bank,
Wells Fargo Bank, National Association, as
agent for the senior lenders, and Wells Fargo
Energy Capital, Inc., as agent for the junior
lenders (incorporated herein by reference to
Exhibit 10.3 to the Companys Current Report
on Form 8-K dated October 5, 2004).10.21
    
    
    
    Stock Purchase Agreement by and Among T-3
Energy Services, Inc., Energy Equipment
Corporation, Energy Equipment Group, Inc. and
the Stockholders of Energy Equipment Group,
Inc. (incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report
on Form 8-K dated October 31, 2007).10.22
    
    
    
    Stock Purchase Agreement by and among T-3
Energy Services, Inc., HP&T Products, Inc.,
Federal International (2000) Ltd, George
Anderson, Vijay Chatufale and Joe Gruba
(incorporated herein by reference to Exhibit
2.2 to the Companys Current Report on Form
8-K dated October 31, 2007).10.23
    
    
    
    Fourth Amendment to First Amended and
Restated Credit Agreement dated July 13,
2007, among T-3 Energy Services, Inc., T-3
Oilco Energy Services Partnership, the Banks
signatory thereto, Wells Fargo Bank, National
Association, as agent for the Banks, and
Comerica Bank (incorporated herein by
reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated July 17,
2007).10.24+
    
    
    
    Form of Restricted Stock Award Agreement
(incorporated herein by reference to Exhibit
10.1 to the Companys Quarterly Report on
Form 10-Q for the period ended September 30,
2007).10.25+
    
    
    
    Restricted Stock Award Agreement of Gus D.
Halas (incorporated herein by reference to
Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the period ended
September 30, 2007).10.26
    
    
    
    Second Amended and Restated Credit Agreement
dated as of October 26, 2007, among T-3
Energy Services, Inc. as U.S. Borrower, T-3
Energy Services (formerly known as T-3 Oilco
Energy Services Partnership) as Canadian
Borrower, Wells Fargo Bank, National
Association as U.S. Administrative Agent,
U.S. Issuing Lender and U.S. Swingline
Lender, and as Lead Arranger, Comerica Bank
as Canadian Administrative Agent, Canadian
Issuing Lender and Canadian Swingline Lender,
and the Lenders (incorporated herein by
reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated October 31,
2007).10.27+
    
    
    
    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 Current Report on Form
8-K dated July 2, 2008).10.28+
    
    
    
    Restricted Stock Award Agreement of James M.
Mitchell (incorporated herein by reference to
Exhibit 10.2 to the Companys Current Report
on Form 8-K dated July 2, 2008).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 amended31.2*
    
    
    
    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 amended32.1**
    
    
    
    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)




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##### Table of Contents



*
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Management contract or compensatory plan or arrangement