##### 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, 2008
 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: 1-33402
 Trico Marine Services, Inc.
  Delaware
    
    72-1252405(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)3200 Southwest Freeway, Suite 2950, Houston, Texas
    
    77027(Address of principal executive offices)
    
    (Zip code)
  þ o
 
 Large Accelerated Filer o
    
    Accelerated Filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not Check if a Smaller Reporting Company)
 o þ
 þ o




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##### 



TRICO MARINE SERVICES, INC.
REPORT FORM 10-Q
FOR THE QUARTER ENDED June 30, 2008
 TABLE OF CONTENTS
 PagePart I.Financial InformationItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets  June 30, 2008 and December 31, 2007
    
    
    3Condensed Consolidated Statements of Income   Three Months and Six Months Ended June 30,
2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2008 and 2007
    
    
    5Notes to the Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    29Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    45Item 4. Controls and Procedures
    
    
    46Part II.Other Information
    
    
    46Item 1. Legal Proceedings
    
    
    46Item 1A. Risk Factors
    
    
    46Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    51Item 3. Defaults upon Senior Securities
    
    
    52Item 4. Submission of Matters to a Vote of Security Holders
    
    
    52Item 5. Other Information
    
    
    52Item 6. Exhibits
    
    
    52Signature
    
    
    55Amended and Restated Employment Agreement - Joseph S. CompofeliceThe Second Amendment ot Retirement Agreement - Joseph S. CompofeliceNOK 1,005,000 Facility AgremeentNOK 350,000,000 Loan AgreementChief Executive Officer's Certification under Section 302Chief Financial Officer's Certification under Section 302Officers' Certification Pursuant to Section 906
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS.
 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (unaudited)
 (In thousands, except share amounts)
 June 30,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    166,740
    
    
    $
    131,463Restricted cash
    
    
    5,142
    
    
    
    4,747Accounts receivable, net
    
    
    191,761
    
    
    
    47,253Prepaid expenses and other current assets
    
    
    29,059
    
    
    
    5,023Assets held for sale
    
    
    
    
    
    
    3,786Total current assets
    
    
    392,702
    
    
    
    192,272Property and equipment:Land and buildings
    
    
    376
    
    
    
    117Marine vessels and subsea equipment
    
    
    671,073
    
    
    
    285,656Construction-in-progress
    
    
    364,731
    
    
    
    255,749Transportation and other
    
    
    4,636
    
    
    
    3,5741,040,816
    
    
    
    545,096Less accumulated depreciation and amortization
    
    
    (91,015
    )
    
    
    (71,482
    )Net property and equipment
    
    
    949,801
    
    
    
    473,614Other assets, including restricted cash of $3.8 million at December 31, 2007
    
    
    32,306
    
    
    
    15,858Other intangible assets
    
    
    118,957
    
    
    
    Goodwill and non-amortizing intangible assets
    
    
    247,808
    
    
    
    Total assets
    
    $
    1,741,574
    
    
    $
    681,744LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term and current maturities of debt
    
    $
    90,779
    
    
    $
    3,258Accounts payable
    
    
    56,361
    
    
    
    15,480Accrued expenses
    
    
    174,542
    
    
    
    22,896Accrued interest and insurance reserve
    
    
    8,129
    
    
    
    4,660Foreign taxes payable
    
    
    6,650
    
    
    
    4,627Income taxes payable
    
    
    6,822
    
    
    
    1,347Total current liabilities
    
    
    343,283
    
    
    
    52,268Long-term debt
    
    
    762,017
    
    
    
    157,287Derivative liability
    
    
    56,082
    
    
    
    Foreign taxes payable
    
    
    66,181
    
    
    
    64,777Deferred income taxes
    
    
    9,676Other liabilities
    
    
    5,022
    
    
    
    4,312Total liabilities
    
    
    1,242,261
    
    
    
    278,644Noncontrolling interest (Note 13)
    
    
    14,183
    
    
    
    12,878Commitments and contingencies (Note 14)Stockholders equity:Preferred stock, $0.01 par value, 5,000,000 shares authorized and no
shares issued at June 30, 2008 and December 31, 2007
    
    
    
    
    
    
    Common stock, $0.01 par value, 25,000,000 shares authorized and
15,497,014 and 15,013,076 shares issued at June 30, 2008 and December
31, 2007, respectively
    
    
    155
    
    
    
    150Warrants  Series A
    
    
    1,640
    
    
    
    1,645Warrants  Series B
    
    
    
    
    
    
    632Phantom stock units
    
    
    55,588
    
    
    
    Additional paid-in capital
    
    
    261,871
    
    
    
    245,134Retained earnings
    
    
    149,504
    
    
    
    141,611Accumulated other comprehensive income, net of tax
    
    
    33,974
    
    
    
    18,654Treasury stock, at cost
    
    
    (17,602
    )
    
    
    (17,604
    )Total stockholders equity
    
    
    485,130
    
    
    
    390,222Total liabilities, noncontrolling interest and stockholders equity
    
    $
    1,741,574
    
    
    $
    681,744
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 3




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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (unaudited)
 (In thousands, except per share amounts)
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    104,292
    
    
    $
    58,710
    
    
    $
    163,467
    
    
    $
    120,679Operating expenses:Direct operating expenses
    
    
    70,846
    
    
    
    36,975
    
    
    
    103,839
    
    
    
    68,384General and administrative
    
    
    14,940
    
    
    
    10,350
    
    
    
    25,707
    
    
    
    17,498Depreciation and amortization
    
    
    12,895
    
    
    
    6,114
    
    
    
    19,642
    
    
    
    11,580Loss (gain) on sales of assets
    
    
    91
    
    
    
    (20
    )
    
    
    (2,746
    )
    
    
    (2,857
    )Total operating expenses
    
    
    98,772
    
    
    
    53,419
    
    
    
    146,442
    
    
    
    94,605Operating income
    
    
    5,520
    
    
    
    5,291
    
    
    
    17,025
    
    
    
    26,074Interest income
    
    
    3,271
    
    
    
    3,981
    
    
    
    4,849
    
    
    
    6,699Interest expense, net of amounts capitalized
    
    
    (6,176
    )
    
    
    (1,246
    )
    
    
    (6,399
    )
    
    
    (2,179
    )Foreign exchange gain (loss)
    
    
    309
    
    
    
    (502
    )
    
    
    1,573
    
    
    
    (968
    )Other loss, net
    
    
    (5,247
    )
    
    
    (116
    )
    
    
    (5,348
    )
    
    
    (341
    )Income (loss) before income taxes and
noncontrolling interest in consolidated
subsidiaries
    
    
    (2,323
    )
    
    
    7,408
    
    
    
    11,700
    
    
    
    29,285Income tax expense (benefit)
    
    
    (859
    )
    
    
    3,472
    
    
    
    1,425
    
    
    
    12,416Income (loss) before noncontrolling
interest in (income) loss of consolidated
subsidiary
    
    
    (1,464
    )
    
    
    3,936
    
    
    
    10,275
    
    
    
    16,869Noncontrolling interest in (income) loss of
consolidated subsidiaries
    
    
    (1,541
    )
    
    
    498
    
    
    
    (2,382
    )
    
    
    2,149Net income (loss)
    
    $
    (3,005
    )
    
    $
    4,434
    
    
    $
    7,893
    
    
    $
    19,018Earnings (loss) per common share:Basic
    
    $
    (0.20
    )
    
    $
    0.30
    
    
    $
    0.54
    
    
    $
    1.29Diluted
    
    $
    (0.20
    )
    
    $
    0.29
    
    
    $
    0.51
    
    
    $
    1.24Average shares outstanding:Basic
    
    
    14,815
    
    
    
    14,714
    
    
    
    14,613
    
    
    
    14,706Diluted
    
    
    14,815
    
    
    
    15,437
    
    
    
    15,458
    
    
    
    15,366
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 4




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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited)
 (In thousands)
 Six Months Ended June 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    7,893
    
    
    $
    19,018Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    19,642
    
    
    
    11,882Amortization of non-cash deferred revenues
    
    
    (184
    )
    
    
    (429
    )Deferred income taxes
    
    
    1,419
    
    
    
    10,228Gain on sales of assets
    
    
    (2,746
    )
    
    
    (2,857
    )Provision for doubtful accounts
    
    
    9
    
    
    
    285Stock based compensation
    
    
    2,387
    
    
    
    1,779Unrealized loss on derivative
    
    
    2,310
    
    
    
    Accretion of discount on 6.5% convertible debentures
    
    
    1,035
    
    
    
    Amortization of deferred financing costs
    
    
    1,293
    
    
    
    356Noncontrolling interest in income (loss) of consolidated subsidiary
    
    
    2,382
    
    
    
    (2,149
    )Change in operating assets and liabilities:Accounts receivables
    
    
    12,566
    
    
    
    10,801Accounts payable and accrued expenses
    
    
    9,410
    
    
    
    3,418Prepaid expenses and other current assets
    
    
    (11,122
    )
    
    
    404Other assets
    
    
    (2,184
    )
    
    
    (2,947
    )Net cash provided by operating activities
    
    
    44,110
    
    
    
    49,789Cash flows from investing activities:Acquisition of DeepOcean, net of cash acquired
    
    
    (430,802
    )
    
    
    Purchases of property and equipment
    
    
    (61,558
    )
    
    
    (7,821
    )Proceeds from sales of assets
    
    
    7,023
    
    
    
    4,553Settlement of derivative instrument
    
    
    8,151Purchases of available-for-sale securities
    
    
    
    
    
    
    (58,346
    )Sales of available-for-sale securities
    
    
    
    
    
    
    7,625Decrease (increase) in restricted cash
    
    
    4,650
    
    
    
    (324
    )Net cash used in investing activities
    
    
    (472,536
    )
    
    
    (54,313
    )Cash flows from financing activities:Net proceeds from issuance of common stock
    
    
    
    
    
    
    35Net proceeds from exercises of warrants and options
    
    
    11,615
    
    
    
    Proceeds from issuance of convertible debentures
    
    
    300,000
    
    
    
    150,000Proceeds and repayment of revolving credit facilities, net
    
    
    161,774
    
    
    
    (629
    )Debt issuance costs
    
    
    (16,123
    )
    
    
    (4,804
    )Net cash provided by financing activities
    
    
    457,266
    
    
    
    144,602Effect of exchange rate changes on cash and cash equivalents
    
    
    6,437
    
    
    
    3,126Net increase in cash and cash equivalents
    
    
    35,277
    
    
    
    143,204Cash and cash equivalents at beginning of period
    
    
    131,463
    
    
    
    114,173Cash and cash equivalents at end of period
    
    $
    166,740
    
    
    $
    257,377Supplemental information:Noncash investing and financing activities: Issuance of phantom stock units in acquisition of DeepOcean
    
    $
    55,588
    
    
    $
     Acquisition of DeepOcean shares related to tender offer settled in July 2008
    
    $
    72,878
    
    
    $
    
 The accompanying notes are an integral part of these condensed consolidated financial statements.
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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1.      ORGANIZATION AND BASIS OF PRESENTATION
       6




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2.      ACQUISITION OF DEEPOCEAN
   
    
    Subscription to purchase 20,000,000 newly issued DeepOcean shares, representing
approximately 18.5% of the fully diluted capital stock of DeepOcean directly from DeepOcean
for a price of NOK 32 per share;
    
    Acquisition of 17,495,055 DeepOcean shares, representing approximately 16.2% of the
fully diluted capital stock of DeepOcean, in the open market at a price of NOK 32 per
share; and
    
    Agreements between the Company, Trico Shipping and certain members of DeepOceans
management and another DeepOcean shareholder, pursuant to which Trico Shipping purchased
18,233,900 DeepOcean shares, representing approximately 16.9% of the fully diluted capital
stock of DeepOcean. Trico Shipping acquired these DeepOcean shares in exchange for a
combination of cash and phantom stock units issued by the Company with a combined value of
NOK 32 per share.
 .
  Cash considerationa
    
    $
    613,748Issuance of phantom stock units
    
    
    55,588Estimated acquisition-related costs
    
    
    8,110Total acquisition costs
    
    $
    677,446
 
 a.
    
    U.S. Dollar investment reflects the conversion of NOK amounts funded using the
applicable foreign exchange rates in effect on dates of funding. The total investment in
DeepOcean shares was NOK 3,126,366,560 (US $614.2 million) at June 30, 2008, including net
cash acquired of $113.4 million as of June 30, 2008. The Company funded NOK 320,139,950
(US $63.2 million) on July 11, 2008 to settle the shares of DeepOcean capital stock it
effectively acquired on June 30, 2008 at the conclusion of the tender offer and anticipates
funding an additional NOK 8,976,398 (US $1.8 million at June 30, 2008) to acquire the
remaining 0.3% of the outstanding shares of DeepOceans capital stock in the third quarter
of 2008. 7




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2.      ACQUISITION OF DEEPOCEAN (continued)
   PreliminaryPurchase PriceAllocationCash and cash equivalents
    
    $
    113,445Property and equipment, net
    
    
    420,648
    aGoodwill and indefinite-lived intangible assets
    
    
    247,808
    bAmortizable intangible assets and other
    
    
    118,957
    cNet working
capital deficit, excluding acquired cash
    
    
    (29,272
    ) dLong-term debt assumed
    
    
    (182,531
    )Other long-term liabilities assumed
    
    
    (11,609
    ) eTotal
    
    $
    677,446
 
 a.
    
    Reflects the estimated fair value of the tangible assets of DeepOcean and CTC Marine.
The subsea equipment acquired from DeepOcean and CTC Marine has estimated depreciable lives
ranging from 2 to 7 years. The marine vessels acquired have estimated useful lives
approximating 20 to 25 years.b.
    
    Includes $38.2 million associated with the DeepOcean and CTC Marine trademarks and
$209.7 million of goodwill, which represent the excess of the purchase price over the fair
value of the assets acquired and liabilities assumed. Goodwill reflects a number of
potential strategic and financial benefits that are expected to be realized, including but
not limited to, synergies, growth of subsea services business, and our continued expansion
into international markets.c.
    
    Primarily reflects value associated with the customer relationships of DeepOcean and
CTC Marine. Accumulated amortization related to the intangible assets for the period from
May 16, 2008 to June 30, 2008 totaled $2.1 million. The estimated weighted average useful
life of the customer relationships is approximately 10 years.d.
    
    Includes $85.7 million of short-term and current maturities of debt assumed in the
acquisition.e.
    
    The Norwegian companies of DeepOcean are required to maintain pension plans. The
Company is still in the process of evaluating the provisions of these pension plans to
establish their fair value as of the date of the acquisition. The Company does not
anticipate that any difference arising from this evaluation will have a material impact on
its initial allocation of its purchase price for DeepOcean.  8




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2.      ACQUISITION OF DEEPOCEAN (continued)
   Three Months Ended
    
    Three Months EndedJune 30, 2008
    
    June 30, 2007Historical
    
    Pro forma
    
    Historical
    
    Pro FormaRevenues
    
    $
    104,292
    
    
    $
    166,236
    
    
    $
    58,710
    
    
    $
    133,280Operating income (loss) a
    
    
    5,520
    
    
    
    (2,651
    )
    
    
    5,291
    
    
    
    6,223Income (loss) before income taxes and
noncontrolling interest in consolidated subsidiary
b
    
    
    (2,323
    )
    
    
    (14,064
    )
    
    
    7,408
    
    
    
    (4,604
    )Net income (loss)
    
    
    (3,005
    )
    
    
    (14,169
    )
    
    
    4,434
    
    
    
    (7,338
    )Diluted net income (loss) per share of common stock
    
    $
    (0.20
    )
    
    $
    (0.96
    )
    
    $
    0.29
    
    
    $
    (0.50
    )Diluted average weighted shares outstanding
    
    
    14,815
    
    
    
    14,815
    
    
    
    15,437
    
    
    
    14,706
 Six Months Ended
    
    Six Months EndedJune 30, 2008
    
    June 30, 2007Historical
    
    Pro forma
    
    Historical
    
    Pro FormaRevenues
    
    $
    163,467
    
    
    $
    312,192
    
    
    $
    120,679
    
    
    $
    275,945Operating income a
    
    
    17,025
    
    
    
    8,011
    
    
    
    26,074
    
    
    
    30,826Income (loss) before income taxes and
noncontrolling interest in consolidated subsidiary
b
    
    
    11,700
    
    
    
    (9,978
    )
    
    
    29,285
    
    
    
    7,006Net income (loss)
    
    
    7,893
    
    
    
    (13,526
    )
    
    
    19,018
    
    
    
    (3,779
    )Diluted net income (loss) per share of common stock
    
    $
    0.51
    
    
    $
    (0.93
    )
    
    $
    1.24
    
    
    $
    (0.24
    )Diluted average weighted shares outstanding
    
    
    15,458
    
    
    
    14,613
    
    
    
    15,366
    
    
    
    16,948
 
 a.
    
    Pro forma amounts for three month and six month period ended June 30, 2008 include the
effect of non recurring transactions that occurred at DeepOcean prior to its acquisition by
the Company. These charges include a $7.2 million estimated loss on a contract for services
in Brazil that resulted following a delay in delivery of a vessel to perform the contracted
work, a $2.6 million disputed loss with a partner for a project in India and $4.3 million of
acquisition-related costs.b.
    
    Pro forma amounts include acquisition related debt costs, including the amortization of
debt discount on the 6.5% Convertible Debentures (Note 3). There is no assumed capitalized
interest in 2007 as the Company did not have any material qualifying assets until the second
half of 2007. The Company determined that approximately 50% of its acquisition related
interest expense would be capitalized in the 2008 pro forma periods. 9




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3.      6.5% CONVERTIBLE DEBENTURES
       10




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3.      6.5% CONVERTIBLE DEBENTURES (continued)
    11




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4.      LONG TERM DEBT
  June 30, 2008
    
    
    December 31, 2007$300 million face amount, 6.5% Senior Convertible Debentures net of
discount of $52.4 million, interest payable semi-annually in arrears,
maturing on May 15, 2028 (Note 3)
    
    $
    247,262
    
    
    $
    3.0% Senior Convertible Debentures, payable semi-annually in arrears,
maturing on January 15, 2027
    
    
    150,000
    
    
    
    150,000$200 million Revolving Credit Facility(1) maturing in May 2013
    
    
    113,953
    
    
    
    $100 million Revolving Credit Facility (1) maturing no later than
December 2017
    
    
    15,183
    
    
    
    $50 million US Revolving Credit Facility Agreement (1) maturing in
January 2011
    
    
    46,459
    
    
    
    6.11% Notes, principal and interest due in 30 semi-annual installments,
maturing April 2014
    
    
    7,545
    
    
    
    8,174NOK 260 million  Short Term Credit Facility interest at 8.3% maturing on
November 1, 2008
    
    
    15,940
    
    
    
    EMSL Revolving Credit Facility Agreement, bearing interest at LIBOR plus a
margin of 0.08%
    
    
    
    
    
    
    2,000Debt assumed in the acquisition of DeepOcean:NOK 350 million Revolving Credit Facility, maturing December 1, 2014
    
    
    63,324
    
    
    
    NOK 230 million Revolving Credit Facility, maturing June 1, 2012
    
    
    40,419
    
    
    
    NOK 300 million Senior Notes, maturing October 5, 2010
    
    
    35,684
    
    
    
    23.5 million Euro Revolving Credit Facility, maturing September 30, 2008
    
    
    22,310
    
    
    
    NOK 150 million Additional Term Loan, maturing December 18, 2011
    
    
    16,980
    
    
    
    $18 million Revolving Credit Facility, maturing December 5, 2011
    
    
    17,000
    
    
    
    8 million Sterling Overdraft Facility, maturity 364 days after drawdown
    
    
    23,641
    
    
    
    4.3 million Sterling Revolving Credit Facility, maturing December 31, 2013
    
    
    11,307
    
    
    
    Other debt assumed in acquisition of DeepOcean
    
    
    25,447
    
    
    
    Fresh-start debt premium
    
    
    342
    
    
    
    371Total debt
    
    
    852,796
    
    
    
    160,545Less current maturities
    
    
    (90,779
    )
    
    
    (3,258
    )Long-term debt, including premium
    
    $
    762,017
    
    
    $
    157,287
 
 (1)
    
    Interest on revolving credit facilities is at London inter-bank offered rate (LIBOR) plus an
applicable margin ranging from 1.75% to 2.25%. The three month LIBOR rate for the period
ending June 30, 2008 and December 31, 2007 was 2.8 % and 5.0%, respectively.  AtJune 30, 2008
    
    AmountDue within 12 months
    
    $
    120,687Due within 13-24 months
    
    
    41,391Due within 25-36 months
    
    
    68,225Due within 37-48 months
    
    
    52,045Due with 49-60 month
    
    
    82,917Thereafter
    
    
    539,926
    a905,191Fresh start debt premium
    
    
    342Unamortized
discount on 6.5% Debentures
    
    
    (52,737
    )Total Debt
    
    $
    852,796
 
 a.
    
    Includes the $300 million of 6.5% Debentures and the $150 million of 3% Debentures that may
be converted earlier but have maturity terms in excess of five years. 12




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3% Senior Convertible Debentures.
   
 $200 million Revolving Credit Facility.
  $100 million Revolving Credit Facility. ,
 13




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U.S. Credit Facility.
 Short Term Credit Facility.
 EMSL Credit Facility Agreement .
 NOK Revolver.
 NOK 350 million Revolving Credit Facility.
 NOK 230 million Revolving Credit Facility.
 NOK 300 million Senior Notes.
 14




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23.5 million Euro Revolving Credit Facility.
 NOK 150 Additional Term Loan
 $18 million Revolving Credit Facility.
 8 million Sterling Overdraft Facilit
 4.3 million Sterling Revolving Credit Facility.
   15




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5.     PHANTOM STOCK UNITS
      6.     DERIVATIVES
   16




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Level 1: Valuations utilizing quoted, unadjusted prices for identical assets or
liabilities in active markets that the Company has the ability to access. This
is the most reliable evidence of fair value and does not require a significant
degree of judgment. Examples include exchange-traded derivatives and listed
equities that are actively traded.Level 2: Valuations utilizing quoted prices in markets that are not considered
to be active or financial instruments for which all significant inputs are
observable, either directly or indirectly for substantially the full term of
the asset or liability.Level 3: Valuations utilizing significant, unobservable inputs. This provides
the least objective evidence of fair value and requires a significant degree of
judgment. Inputs may be used with internally developed methodologies and should
reflect an entitys assumptions using the best information available about the
assumptions that market participants would use in pricing an asset or
liability. Examples include certain corporate loans, real-estate and private
equity investments and long-dated or complex over-the-counter derivatives.
  Balance on May 15, 2008 (Note 3)
    
    $
    53,772Unrealized loss included in earnings
    
    
    2,310Balance on June 30, 2008
    
    $
    56,082
  7.      SALES OF ASSETS
  17




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8.      EARNINGS PER SHARE
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    (3,005
    )
    
    $
    4,434
    
    
    $
    7,893
    
    
    $
    19,018Weighted-average shares of common stock outstanding:Basic
    
    
    14,815
    
    
    
    14,714
    
    
    
    14,613
    
    
    
    14,707Add dilutive effect of:Phantom stock units 1
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    Stock options and nonvested restricted stock
    
    
    
    
    
    
    277
    
    
    
    133
    
    
    
    238Warrants
    
    
    
    
    
    
    446
    
    
    
    312
    
    
    
    421Diluted
    
    
    14,815
    
    
    
    15,437
    
    
    
    15,458
    
    
    
    15,366Earnings (loss) per Common Share:Basic
    
    $
    (0.20
    )
    
    $
    0.30
    
    
    $
    0.54
    
    
    $
    1.29Diluted
    
    $
    (0.20
    )
    
    $
    0.29
    
    
    $
    0.51
    
    
    $
    1.24
 
 1.
    
    Amount reflects the 46-day period that phantom stock units were outstanding (Note 5).  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Outstanding options (in thousands)
    
    
    91
    
    
    
    63
    
    
    
    91
    
    
    
    63Average exercise price
    
    $
    37.77
    
    
    $
    39.74
    
    
    $
    37.77
    
    
    $
    38.03
  9.      WARRANTS TO PURCHASE COMMON STOCK
  18




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10.      OTHER COMPREHENSIVE INCOME
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    (3,005
    )
    
    $
    4,434
    
    
    $
    7,893
    
    
    $
    19,018Foreign currency translation gain (loss)
    
    
    (11,126
    )
    
    
    4,602
    
    
    
    15,235
    
    
    
    8,163Amortization of unrecognized actuarial gains
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    Total comprehensive income (loss)
    
    $
    (14,131
    )
    
    $
    9,036
    
    
    $
    23,213
    
    
    $
    27,181
  As of
    
    
    As ofJune 30,
    
    
    December 31,2008
    
    
    2007Cumulative foreign currency translation gains
    
    $
    34,804
    
    
    $
    19,569Unrecognized actuarial gains
    
    
    (830
    )
    
    
    (915
    )Accumulated other comprehensive income
    
    $
    33,974
    
    
    $
    18,654
 11.      STOCK-BASED COMPENSATION
   Restricted Stock
 Number of
    
    
    
    Grant-DateShares Granted
    
    Vesting Period
    
    Fair Value120,756
    
    
    3 years (1)
    
    $32.16 (4)59,477
    
    
    3 years (subject to market conditions)
(2)
    
    $20.32 (3)3,109
    
    
    30 days from date of grant (5)
    
    $32.16
(4)16,140
    
    
    30 days from date of grant (6)
    
    $37.17
(4)199,482
 
 (1)
    
    Forfeiture restrictions lapse at the end of the three-year period ending on the
anniversary of the date of grant. The grant-date fair value was based the
Companys closing stock price on the date of grant.(2)
    
    Forfeiture restrictions lapse only upon the occurrence of certain conditions as
follows:If the average three-year stock price of the Company over the period ending on the
third anniversary of the date of grant is: (a) less than $34.43, none of the shares
will vest; (b) $34.43 or greater but less than $40.54, from 20% up to a certain
percentage of the shares less than 100% calculated based on linear interpolation,
will vest; and (c) $40.54 or greater, 19




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11.      STOCK-BASED COMPENSATION (continued)
 100% of the shares will vest, or if the Companys closing stock price during any
consecutive 20-day period after the first anniversary of the award equals or exceeds
$42.53, all shares become immediately vested.(3)
    
    The grant-date fair value of the restricted stock was calculated using a
lattice valuation model which incorporated various assumptions. A derived
service period (requisite service period) was calculated reflecting a median of
1.31 years for vesting. The valuation also used an assumed volatility rate of 35.0%
and a risk free interest rate of 2.1% to determine the grant-date fair value. There
were no dividends assumed in the calculation.(4)
    
    Grant-date fair value of award is based on the Companys closing stock price on
the date of grant.(5)
    
    Granted to a new director upon his election to the Board of Directors of the
Company.(6)
    
    Annual grant to Board of Directors of the Company made on April 29, 2008.
 Stock Options
 Number of
    
    
    
    
    
    Grant-DateOptions Granted
    
    Vesting Period
    
    Exercise Price
    
    Fair Value5,000
    
    3 Years
    
    $32.16
    
    $10.36
  12.      TAXES
   20




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12.      TAXES (continued)
       13.      EMPLOYEE BENEFIT PLANS
  21




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13.     EMPLOYEE BENEFIT PLANS (continued)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest cost
    
    $
    195
    
    
    $
    183
    
    
    $
    382
    
    
    $
    346Service cost
    
    
    75
    
    
    
    59
    
    
    
    147
    
    
    
    112Return on plan assets
    
    
    (81
    )
    
    
    (68
    )
    
    
    (159
    )
    
    
    (128
    )Social security contributions
    
    
    18
    
    
    
    51
    
    
    
    36
    
    
    
    96Recognition of net actuarial losses
    
    
    13
    
    
    
    10
    
    
    
    26
    
    
    
    20Net periodic expense
    
    $
    220
    
    
    $
    235
    
    
    $
    432
    
    
    $
    446
    14.     COMMITMENTS and CONTINGINCIES
 Plan of Reorganization Proceeding
   Brazilian Tax Assessments.
 22




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14. COMMITMENTS and CONTINGINCIES (continued)
     15. SEGMENT INFORMATION
   23




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15.     SEGMENT INFORMATION (continued)
 Towing and
    
    
    Subsea
    
    
    
    
    
    
    Corporate/Supply
    
    
    Services
    
    
    Trenching
    
    
    Other
    
    
    Total(In thousands)Three Months Ended June 30, 2008Revenues:Unaffiliated customers
    
    $
    47,605
    
    
    $
    41,223
    
    
    $
    15,464
    
    
    $
    
    
    
    $
    104,292Direct operating expenses
    
    
    27,542
    
    
    
    30,034
    
    
    
    13,270
    
    
    
    
    
    
    
    70,846General and administrative expenses
    
    
    4,946
    
    
    
    1,349
    
    
    
    2,269
    
    
    
    6,376
    
    
    
    14,940Depreciation and amortization
    
    
    5,917
    
    
    
    4,502
    
    
    
    2,427
    
    
    
    49
    
    
    
    12,895Loss on sale of assets
    
    
    91
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91Operating income (loss)
    
    
    9,109
    
    
    
    5,338
    
    
    
    (2,502
    )
    
    
    (6,425
    )
    
    
    5,520Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,271Interest expense, net of
capitalized amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,176
    )Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    309Other loss, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,247
    )Loss before income taxes
and noncontrolling interest in
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,323
    )Income tax (benefit)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (859
    )Loss before
noncontrolling interest in
consolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,464
    )Noncontrolling interest in
income of consolidated
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,541
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (3,005
    )Three Months Ended June 30, 2007Revenues:Unaffiliated customers
    
    $
    52,461
    
    
    $
    6,249
    
    
    $
    
    
    
    $
    
    
    
    $
    58,710Direct operating expenses
    
    
    30,123
    
    
    
    6,852
    
    
    
    
    
    
    
    
    
    
    
    36,975General and administrative expenses
    
    
    4,572
    
    
    
    12
    
    
    
    
    
    
    
    5,766
    
    
    
    10,350Depreciation and amortization
    
    
    5,481
    
    
    
    633
    
    
    
    
    
    
    
    
    
    
    
    6,114Gain on sale of assets
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )Operating income
    
    
    12,305
    
    
    
    (1,248
    )
    
    
    
    
    
    
    (5,766
    )
    
    
    5,291Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,981Interest expense, net of
capitalized amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,246
    )Foreign exchange loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (502
    )Other loss, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (116
    )Income before income taxes and
noncontrolling interest in
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,408Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,482Income before
noncontrolling interest in
consolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,926Noncontrolling interest in loss of
consolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    498Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,424
 24




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15.     SEGMENT INFORMATION (continued)
 Towing and
    
    
    Subsea
    
    
    
    
    
    
    Corporate/Supply
    
    
    Services
    
    
    Trenching
    
    
    Other
    
    
    TotalSix Months Ended June 30, 2008Revenues:Unaffiliated customers
    
    $
    97,800
    
    
    $
    50,204
    
    
    $
    15,464
    
    
    $
    
    
    
    $
    163,468Direct operating expenses
    
    
    54,949
    
    
    
    35,620
    
    
    
    13,270
    
    
    
    
    
    
    
    103,839General and administrative expenses
    
    
    11,416
    
    
    
    1,379
    
    
    
    2,269
    
    
    
    10,643
    
    
    
    25,707Depreciation and amortization
    
    
    11,912
    
    
    
    5,251
    
    
    
    2,427
    
    
    
    53
    
    
    
    19,643Gain on sale of assets
    
    
    (2,746
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,746
    )Operating income (loss)
    
    
    22,269
    
    
    
    7,954
    
    
    
    (2,502
    )
    
    
    (10,696
    )
    
    
    17,025Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,849Interest expense, net of
capitalized amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,399
    )Foreign exchange gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,573Other loss, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,348
    )Income before income taxes and
noncontrolling interest in
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,700Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,425Income before
noncontrolling interest in
consolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,275Noncontrolling interest in income
of consolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,382
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,893Six Months Ended June 30, 2007Revenues:Unaffiliated customers
    
    $
    106,737
    
    
    $
    13,942
    
    
    $
    
    
    
    $
    
    
    
    $
    120,679Direct operating expenses
    
    
    57,310
    
    
    
    11,074
    
    
    
    
    
    
    
    
    
    
    
    63,384General and administrative expenses
    
    
    9,003
    
    
    
    25
    
    
    
    
    
    
    
    8,470
    
    
    
    17,498Depreciation and amortization
    
    
    10,387
    
    
    
    1,193
    
    
    
    
    
    
    
    
    
    
    
    11,580Gain on sale of assets
    
    
    (2,857
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,857
    )Operating income (loss)
    
    
    32,894
    
    
    
    1,650
    
    
    
    
    
    
    
    (8,470
    )
    
    
    26,074Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,699Interest expense, net of
capitalized amounts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,179
    )Foreign exchange loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (968
    )Other loss, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (341
    )Income before income taxes and
noncontrolling interest in
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,285Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,416
    )Income before
noncontrolling interest in
consolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,869Noncontrolling interest in loss of
consolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,149Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,018
  25




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15.      SEGMENT INFORMATION (continued)
 West
    
    LatinNorth Sea
    
    Africa
    
    America
    
    U.S.
    
    Other
    
    TotalThree Months Ended June 30, 2008Revenues:Unaffiliated customers
    
    $
    55,024
    
    
    $
    11,022
    
    
    $
    12,804
    
    
    $
    8,643
    
    
    $
    16,799
    
    
    $
    104,292Three Months Ended June 30, 2007Revenues:Unaffiliated customers
    
    $
    29,183
    
    
    $
    7,976
    
    
    $
    3,265
    
    
    $
    18,129
    
    
    $
    157
    
    
    $
    58,710Six Months Ended June 30, 2008Revenues:Unaffiliated customers
    
    $
    89,771
    
    
    $
    21,771
    
    
    $
    18,180
    
    
    $
    16,680
    
    
    $
    17,066
    
    
    $
    163,468Long-lived assets, net at June
30, 2008
    
    
    310,442
    
    
    
    16,761
    
    
    
    206,156
    
    
    
    8,882
    
    
    
    406,382
    a
    
    
    948,623Six Months Ended June 30, 2007Revenues:Unaffiliated customers
    
    $
    59,664
    
    
    $
    17,859
    
    
    $
    6,457
    
    
    $
    36,541
    
    
    $
    158
    
    
    $
    120,679Long-lived assets, net at June
30, 2007
    
    
    170,691
    
    
    
    31,493
    
    
    
    6,327
    
    
    
    24,750
    
    
    
    2,353
    
    
    
    235,614
 
 a.
    
    Includes construction in progress costs ($364.7 million). The Company will assign these costs
to the appropriate geographic region once these assets are placed into service. 16.      STOCKHOLDERS RIGHTS PLAN
   17.      RECENT ACCOUNTING STANDARDS
  26




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17.      RECENT ACCOUNTING STANDARDS (continued)
      27




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17. RECENT ACCOUNTING STANDARDS (continued)
 Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133
 28




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Item 2.      MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  CAUTIONARY STATEMENTS
  
    
    our objectives, business plans or strategies, and projected or anticipated benefits or
other consequences of such plans or strategies;
    
    projected or anticipated benefits from acquisitions, including our recent acquisition of
DeepOcean ASA (DeepOcean);
    
    the results, timing, outcome or effect of pending or potential litigation, our
intentions or expectations of prevailing with respect thereto and the availability of
insurance coverage in connection therewith;
    
    our ability to repatriate cash from foreign operations if and when needed;
    
    projections involving revenues, operating results, cash provided from operations and
available borrowings, or our anticipated capital expenditures or other capital projects;
and
    
    future expectations and outlook and any other statements regarding future growth, cash
needs, operations, business plans, financial results and any other statements which are not
historical facts.
   
 OVERVIEW
   29




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OUR OUTLOOK
 
    
    Integrate acquisition of DeepOcean into the Trico Group. Our acquisition of DeepOcean (see Acquisition of DeepOcean
below) positions us as a global integrated subsea solutions provider. Together, the combined Company serves 17 of the
20 largest customers for subsea field development. We will leverage our integration to expand services provided to
customers for subsea field development utilizing our existing global infrastructure and DeepOceans expertise and
equipment. We expect that the resulting contracts will generally be longer in duration than those in our traditional
towing and supply market.
    
    Continue to upgrade our fleet. Our upgrade program aims to improve our fleets capabilities and reduce its average
age by focusing on more sophisticated next generation subsea vessels with broad customer applicability which can be
deployed worldwide. Our upgrade program has a specific emphasis on vessels capable of supporting a variety of subsea
work. We intend to continue to increase the number of vessels we have working in the subsea market by:
 o
    
    purchasing vessels from subsea service companies in return for long-term contracts;o
    
    constructing purpose-specific vessels for customers under long-term contracts;o
    
    acquiring companies that own these vessels or have favorable contracts to build such vessels;o
    
    converting certain platform supply vessels that can be readily upgraded when
current charter contracts expire through the addition of cranes, moon pools, helidecks
and accommodation units to make them more suitable for subsea and/or seismic
activities; ando
    
    supplementing our fleet through the addition of DeepOceans 14 chartered and
owned vessels. These newly acquired vessels not only increase the size of our fleet
but reduce the average age of both our subsea services fleet from 13 years to 7 years
and the overall fleet from 19 years to 16 years.
 
    
    Continue to focus on international markets. We will continue to capitalize on our
experience, personnel and fleet to expand our presence in emerging markets while leveraging
the strengths of our global partners. Our goal is to continue to efficiently deploy our
vessels and services into profitable operations, including the use of joint ventures, and with
an
 30




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emphasis on prudent mobilizations from the U.S. Gulf of Mexico to regions that have
stronger long-term growth fundamentals, more favorable contracting terms and lower operating
cost structures. Consistent with this strategy, we have reduced the number of our vessels in
the Gulf of Mexico by more than 70% since 2004, including mobilizing three vessels in the
first half of 2008 and two additional vessels since June 30, 2008.
 
    
    Leverage our global geographic presence to exploit repositioning opportunities. By
leveraging the expertise and resources of our global operations, we seek to identify and
exploit opportunities to reposition vessels that are underutilized or
inefficiently utilized. By moving assets among geographic regions or utilizing vessels in
alternative service modes, we believe we can increase profitability.
    
    Manage our capital resources and liquidity.Our acquisition of DeepOcean required us to
incur and assume a substantial amount of indebtedness, which will require us to manage our
cash flow to maintain flexibility under our debt covenants, allow us to meet our capital
expenditure and debt service requirements, and, over time, reduce our borrowings outstanding.
    
    Continue to stabilize cash flows.We plan to continue to use a centralized and disciplined
approach to pricing to achieve a balance of spot exposure and term contracts for our towing
and supply vessels. Our expansion into the subsea services market is intended to have a
stabilizing influence on our cash flow, resulting from the longer-term contracts more
prevalent in that market sector as compared to our traditional towing and supply business.
    
    Expand our presence in the subsea services markets. Similar to our acquisition of DeepOcean
(see Acquisition of DeepOcean below), we continually seek to acquire or partner with
companies providing subsea services by offering sophisticated vessels and service packages for
subsea work. We believe the subsea market is growing at a faster rate and will provide a
higher rate of return on new vessel construction than our traditional towing and supply
business.
 ACQUISITION OF DEEPOCEAN
   
    
    Creation of what we believe is one of the worlds largest providers of integrated subsea
services;
    
    Expansion of our presence in the growing subsea services market with a global platform,
which may provide a stage for additional organic growth;
    
    Synergies expected to arise from an acquisition that is complementary with the November
2007 acquisition of Active Subsea, a separate Norwegian subsea services company;
    
    Ability to leverage our existing infrastructure, equipment, vessels and resources to
provide specialized service offerings to new and existing customers;
    
    Addition of earnings and cash flow to us;
    
    DeepOceans operational track record and engineering expertise;
    
    Addition of seasoned management team with specialized knowledge of the subsea industry;
    
    DeepOceans fleet of modern subsea capable equipment and vessels; and
    
    Further improvement in our international diversification, which improves growth
prospects.
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NON-GAAP FINANCIAL MEASURES
      32




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss)
    
    $
    (3,005
    )
    
    $
    4,434
    
    
    $
    7,893
    
    
    $
    19,018Depreciation and amortization
    
    
    12,895
    
    
    
    6,114
    
    
    
    19,642
    
    
    
    11,580Amortization of non-cash deferred revenues
    
    
    (97
    )
    
    
    (221
    )
    
    
    (184
    )
    
    
    (429
    )Interest expense, including amortization
of deferred financing costs, net
    
    
    6,176
    
    
    
    1,040
    
    
    
    6,399
    
    
    
    1,823Income tax expense (benefit)
    
    
    (859
    )
    
    
    3,472
    
    
    
    1,425
    
    
    
    12,416Stock-based compensation
    
    
    1,543
    
    
    
    1,142
    
    
    
    2,387
    
    
    
    2,179(Gain) loss on sale of assets
    
    
    91
    
    
    
    (20
    )
    
    
    (2,746
    )
    
    
    (2,857
    )Interest income
    
    
    (3,271
    )
    
    
    (3,981
    )
    
    
    (4,849
    )
    
    
    (6,699
    )Foreign currency exchange (gain) loss
    
    
    (309
    )
    
    
    502
    
    
    
    (1,573
    )
    
    
    968Other loss, net
    
    
    5,247
    (1)
    
    
    322
    
    
    
    5,348
    (1)
    
    
    341Noncontrolling interest in income (loss)
of consolidated subsidiary
    
    
    1,541
    
    
    
    (498
    )
    
    
    2,382
    
    
    
    (2,149
    )Adjusted EBITDA
    
    $
    19,952
    
    
    $
    12,306
    
    
    $
    36,124
    
    
    $
    36,147
 
 (1)
    
    Primarily reflects the $2.3 million loss to adjust the fair value of the embedded
derivative to its market value at June 30, 2008 and the $2.5 million loss associated with
the settlement of a legacy DeepOcean foreign currency swap instrument in June 2008.  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Adjusted EBITDA
    
    $
    19,952
    
    
    $
    12,306
    
    
    $
    36,124
    
    
    $
    36,147Amortization of non-cash deferred revenues
    
    
    97
    
    
    
    221
    
    
    
    184
    
    
    
    429Gain on sale of assets
    
    
    (91
    )
    
    
    20
    
    
    
    2,746
    
    
    
    2,857Stock based compensation
    
    
    (1,543
    )
    
    
    (1,142
    )
    
    
    (2,387
    )
    
    
    (1,779
    )Depreciation and amortization
    
    
    (12,895
    )
    
    
    (6,114
    )
    
    
    (19,642
    )
    
    
    (11,580
    )Operating income
    
    $
    5,520
    
    
    $
    5,291
    
    
    $
    17,025
    
    
    $
    26,074
 RESULTS OF OPERATIONS
  Revenue
    
    $
    48,114Direct operating expenses
    
    
    (37,321
    )General and administrative expense
    
    
    (3,648
    )Depreciation and amortization
    
    
    (6,155
    )Operating income
    
    $
    990
  33




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Towing and Supply
  Period July 1,
    
    Three months ended
    
    Six months ended2008 through
    
    June 30,
    
    June 30,July 18, 2008
    
    2008
    
    2007
    
    2008
    
    2007Average Day RatesTowing and SupplyAHTSs(1)
    
    $
    36,241
    
    
    $
    32,983
    
    
    $
    36,452
    
    
    $
    36,345
    
    
    $
    34,100PSVs(2)
    
    
    17,168
    
    
    
    17,486
    
    
    
    17,810
    
    
    
    17,721
    
    
    
    18,164OSVs(3)
    
    
    7,560
    
    
    
    7,252
    
    
    
    8,916
    
    
    
    7,209
    
    
    
    9,322Crew/Line
    
    
    7,502
    
    
    
    6,168
    
    
    
    5,996
    
    
    
    6,017
    
    
    
    5,651UtilizationTowing and SupplyAHTSs
    
    
    88
    %
    
    
    78
    %
    
    
    74
    %
    
    
    82
    %
    
    
    83
    %PSVs
    
    
    98
    %
    
    
    92
    %
    
    
    96
    %
    
    
    91
    %
    
    
    93
    %OSVs
    
    
    84
    %
    
    
    82
    %
    
    
    74
    %
    
    
    79
    %
    
    
    72
    %Crew/Line
    
    
    58
    %
    
    
    76
    %
    
    
    75
    %
    
    
    63
    %
    
    
    79
    %
 Period July 1,
    
    Three months ended
    
    Six months ended2008 through
    
    June 30,
    
    June 30,July 18, 2008
    
    2008
    
    2007
    
    2008
    
    2007Average number of VesselsTowing and SupplyAHTSs
    
    
    6.0
    
    
    
    6.0
    
    
    
    6.0
    
    
    
    6.0
    
    
    
    6.0PSVs
    
    
    7.0
    
    
    
    7.0
    
    
    
    7.0
    
    
    
    7.0
    
    
    
    7.0OSVs
    
    
    38.0
    
    
    
    38.0
    
    
    
    39.0
    
    
    
    38.1
    
    
    
    39.2Crew/Line
    
    
    4.0
    
    
    
    4.6
    
    
    
    7.0
    
    
    
    5.8
    
    
    
    7.5
 
 (1)
    
    Anchor handling, towing and supply vessels(2)
    
    Platform Supply Vessels(3)
    
    Offshore Supply Vessels  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    47,605
    
    
    $
    52,461
    
    
    $
    97,800
    
    
    $
    106,737Direct operating expenses
    
    
    (27,542
    )
    
    
    (30,123
    )
    
    
    (54,949
    )
    
    
    (57,310
    )General and administrative expense
    
    
    (4,946
    )
    
    
    (4,572
    )
    
    
    (11,416
    )
    
    
    (9,003
    )Depreciation and amortization
    
    
    (5,917
    )
    
    
    (5,481
    )
    
    
    (11,912
    )
    
    
    (10,387
    )Gain (loss) on sale of assets
    
    
    (91
    )
    
    
    20
    
    
    
    2,746
    
    
    
    2,857Operating income
    
    $
    9,109
    
    
    $
    12,305
    
    
    $
    22,269
    
    
    $
    32,894
 34




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##### Table of Contents



Revenues.
   Direct Operating Expenses.
 Depreciation and Amortization Expense.
 General & Administrative Expenses.
 Gain (Loss) on Sale of Assets.
 35




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Subsea Services
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    41,223
    
    
    $
    6,249
    
    
    $
    50,204
    
    
    $
    13,942Direct operating expenses
    
    
    (30,034
    )
    
    
    (6,852
    )
    
    
    (35,620
    )
    
    
    (11,074
    )General and administrative expense
    
    
    (1,349
    )
    
    
    (12
    )
    
    
    (1,379
    )
    
    
    (25
    )Depreciation and amortization
    
    
    (4,502
    )
    
    
    (633
    )
    
    
    (5,251
    )
    
    
    (1,193
    )Operating income
    
    $
    5,338
    
    
    $
    (1,248
    )
    
    $
    7,954
    
    
    $
    1,650
 Subsea Vessels
 Period July 1,
    
    Three Months Ended
    
    Six Months ended2008 through
    
    June 30,
    
    June 30,July 18, 2008
    
    2008
    
    2007
    
    2008
    
    2007Day Rate
    
    $
    21,766
    
    
    $
    21,941
    
    
    $
    14,588
    
    
    $
    20,160
    
    
    $
    16,199Utilization
    
    
    80
    %
    
    
    77
    %
    
    
    92
    %
    
    
    85
    %
    
    
    91
    %
 Trenching
  Revenues
    
    $
    15,464Direct operating expenses
    
    
    (13,270
    )General and administrative expense
    
    
    (2,269
    )Depreciation and amortization
    
    
    (2,427
    )Operating loss
    
    $
    (2,502
    )
 36




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Other Financial Information
 General & Administrative Expenses.
 Interest Expense.
 Interest Income.
 Income Tax Expense.
 Noncontrolling Interest in Consolidated Subsidiary.
 LIQUIDITY AND CAPITAL RESOURCES
 Debt.
 37




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June 30, 2008
    
    
    December 31, 2007$300 million face amount, 6.5% Senior Convertible Debentures, net of
discount of $52.8 million, interest payable semi-annually in arrears,
maturing on May 15, 2028 (Note 3)
    
    $
    247,262
    
    
    $
    3.0% Senior Convertible Debentures, payable semi-annually in arrears,
maturing on January 15, 2027
    
    
    150,000
    
    
    
    150,000$200 million Revolving Credit Facility(1) maturing in May 2013
    
    
    113,953
    
    
    
    $100 million Revolving Credit Facility (1) maturing no later than
December 2017
    
    
    15,183
    
    
    
    $50 million US Revolving Credit Facility Agreement (1) maturing in
January 2011
    
    
    46,459
    
    
    
    6.11% Notes, principal and interest due in 30 semi-annual installments,
maturing April 2014
    
    
    7,545
    
    
    
    8,174NOK 260 million  Short Term Credit Facility interest at 8.3% maturing on
November 1, 2008
    
    
    15,940
    
    
    
    EMSL Revolving Credit Facility Agreement, bearing interest at LIBOR plus a
margin of 0.08%
    
    
    
    
    
    
    2,000Debt assumed in acquisition of DeepOcean:NOK 350 million Revolving Credit Facility, maturing December 1, 2014
    
    
    63,324
    
    
    
    NOK 230 million Revolving Credit Facility, maturing June 1, 2012
    
    
    40,419
    
    
    
    NOK 300 million Senior Notes, maturing October 5, 2010
    
    
    35,684
    
    
    
    23.5 million Euro Revolving Credit Facility, maturing September 30, 2008
    
    
    22,310
    
    
    
    NOK 150 million Additional Term Loan, maturing December 18, 2011
    
    
    16,980
    
    
    
    $18 million Revolving Credit Facility, maturing December 5, 2011
    
    
    17,000
    
    
    
    8 million Sterling Overdraft Facility, maturity 364 days after drawdown
    
    
    23,641
    
    
    
    4.3 million Sterling Revolving Credit Facility, maturing December 31, 2013
    
    
    11,307
    
    
    
    Other debt assumed in acquisition of DeepOcean
    
    
    25,447
    
    
    
    Fresh-start debt premium
    
    
    342
    
    
    
    371Total debt
    
    
    852,796
    
    
    
    160,545Less current maturities
    
    
    (90,779
    )
    
    
    (3,258
    )Long-term debt, including premium
    
    $
    762,017
    
    
    $
    157,287
 
 (1)
    
    Interest on revolving credit facilities is at London inter-bank offered rate (LIBOR) plus an
applicable margin ranging from 1.75% to 2.25%. The three month LIBOR rate for the period
ending June 30, 2008 and December 31, 2007 was 2.8% and 5.0%, respectively. 6.5% Senior Convertible Debentures.
    38




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39




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3% Senior Convertible Debentures .
    $200 million Revolver.
  $ 100 million Subsea Credit Facility.
 40




---



##### Table of Contents



,
 U.S. Credit Facility .
 Short Term Credit Facility.
 EMSL Credit Facility Agreement .
 NOK Revolver.
 NOK 350 million Revolving Credit Facility.
 NOK 230 million Revolving Credit Facility.
 41




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##### Table of Contents



NOK 300 million Senior Notes.
 23.5 million Euro Revolving Credit Facility.
 NOK 150 Additional Term Loan
 $18 million Revolving Credit Facility.
 8 million Sterling Overdraft Facilit
 4.3 million Sterling Revolving Credit Facility.
 42




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##### Table of Contents



Capital Requirements
    Changes in Norwegian Tax Laws.
 Contractual Obligations
  1 Year or
    
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    
    Less
    
    
    23 Years
    
    
    45 Years
    
    
    5 YearsLong-term debt obligations a,b
    
    $
    905,191
    
    
    $
    120,687
    
    
    $
    109,616
    
    
    $
    134,962
    
    
    $
    539,926Interest on fixed rate debt c
    
    
    475,500
    
    
    
    24,000
    
    
    
    48,000
    
    
    
    48,000
    
    
    
    355,500Vessel construction obligations and
other capital expenditures d
    
    
    272,604
    
    
    
    229,498
    
    
    
    43,106
    
    
    
    
    
    
    
    Operating lease obligations e
    
    
    10,389
    
    
    
    2,154
    
    
    
    5,114
    
    
    
    1,396
    
    
    
    1,725Foreign taxes payable f
    
    
    69,404
    
    
    
    4,647
    
    
    
    13,881
    
    
    
    9,254
    
    
    
    41,642Pension obligations g
    
    
    4,118
    
    
    
    300
    
    
    
    1,022
    
    
    
    409
    
    
    
    2,387Total
    
    $
    1,737,206
    
    
    $
    381,286
    
    
    $
    220,739
    
    
    $
    194,021
    
    
    $
    941,180
 43




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##### Table of Contents



a.
    
    Excludes fresh start debt premium and the $52.7 million unamortized discount on the
6.5% Debentures.b.
    
    Does not assume any early conversions or redemption for the 6.5% Debentures and 3%
Debentures as each is assumed to reach its originally stated maturity date.c.
    
    Includes the semi-annual interest payments on the 6.5% Debentures and the 3% Debentures
to their maturities of 2028 and 2027, respectivelyd.
    
    Reflects committed expenditures, does not necessarily reflect the future capital
expense budget for periods presented.e.
    
    Reflect our operating lease obligations associated with our operations prior to the
acquisition of DeepOcean and CTC Marine. DeepOcean and CTC Marine also have operating
leases that totaled approximately NOK 3.4 billion at December 31, 2007 (approximately $0.7
million at June 30, 2008 exchange rate).f.
    
    Reflects changes in the Norwegian tax laws which allows for a portion of the
accumulated untaxed shipping profits, $46.2 million to be paid in equal installments over
the next 10 years. An additional liability of $23.2 million can be satisfied through
making qualifying environmental expenditures. Any remaining portion of the environmental
part of the liability not expended at the end of ten years would be payable to the
Norwegian tax authorities at that time. The acquisition of DeepOcean did not affect this
line item as they did not have any accumulated shipping profits that would have qualified
for the new regime legislation.g.
    
    Does not reflect the pension plans of DeepOcean. As indicated in Note 2, we are in the
process of establishing the fair value of all of the DeepOcean plans at the date of
acquisition. We will update this disclosure pending finalization of that evaluation, which
we anticipate will be prior to year end 2008. Cash Flows
     44




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES
  Estimate of Purchase Price Allocation
  Derivative Valuation.
   RECENT ACCOUNTING STANDARDS
  
 Item 3. QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
   45




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Item 4. CONTROLS AND PROCEDURES.
     
 PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS.
   
 Item 1A. RISK FACTORS.
   46




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Our charter and bylaws may discourage unsolicited takeover proposals and could prevent shareholders
from realizing a premium on their common stock.
   A substantial number of shares of our common stock will be eligible for future sale upon conversion
of the 6.5% Debentures and exercise of the phantom stock units, and the sale of those shares could
adversely affect our stock price.
  You will experience substantial dilution if the 6.5% Debentures are converted and the phantom stock
units are exercised, for shares of our common stock.
  Our acquisition of shares of DeepOcean and our mandatory offer to acquire the remaining outstanding
shares of DeepOcean will result in significant costs to us which could reduce our near term cash
flows and our future operating results.
  If we and DeepOcean are not able to integrate our combined operations into a cohesive operating
unit in a timely manner, or at all, the anticipated benefits of the acquisition may not be realized
in a timely fashion, or at all, and our existing businesses may be adversely affected.
  47




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
    
    the integration of administrative, financial and operating resources and technologies
and the coordination of marketing and sales efforts; and
    
    potential conflicts between business cultures.
  
    
    demonstrate to vendors, suppliers and customers that the acquisition will not result in
adverse changes to customer service standards or business focus; and
    
    effectively control the progress of the integration process and the associated costs.
  The integration of DeepOcean with our existing business will make substantial demands on our
resources, which could divert needed attention away from our other operations.
  Our failure to retain current key employees and attract additional qualified personnel for the
combined companys operations could prevent us from implementing our business strategy or operating
our business effectively and from achieving the full benefits of the acquisition.
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We incurred significant financial obligations as a result of the acquisition of DeepOcean shares
and the financing transactions we entered into in connection with this acquisition, and our
inability to satisfy these obligations could materially and adversely affect our financial results
and financial condition and harm our business.
   Our acquisition of DeepOcean shares and the financing transactions we entered into in connection
with this acquisition will place a significant debt burden on us, which could limit our flexibility
in managing our business and expose us to certain risks.
   
    
    we may have difficulty satisfying our obligations under our senior credit facilities or
other indebtedness and, if we fail to comply with these requirements, an event of default
could result;
    
    we may be required to dedicate a substantial portion of our cash flow from operations
to required payments on indebtedness, thereby reducing the availability of cash for working
capital, capital expenditures and other general corporate activities;
    
    covenants relating to our indebtedness may limit our ability to obtain additional
financing for working capital, capital expenditures and other general corporate activities;
    
    covenants relating to our indebtedness may limit our flexibility in planning for, or
reacting to changes in our business and the industry in which we operate;
    
    we may be more vulnerable to the impact of economic downturns and adverse developments
in our business; and
    
    we may be placed at a competitive disadvantage against any less leveraged competitors.
 
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We could be exposed to unknown liabilities of DeepOcean, which could cause us to incur substantial
financial obligations which could harm our business.
  The failure to successfully reorganize our tonnage tax holdings following the acquisition of
DeepOcean may have a material adverse affect on our financial condition .
   Sales of DeepOceans services could decline or be inhibited if customer relationships are disrupted
by our acquisition of DeepOceans shares, which could harm our business.
  Sales of DeepOceans services could decline or be inhibited if its supplier relationships are
disrupted by the acquisition of DeepOcean shares, which could harm our business.
  50




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Our acquisition of DeepOcean may not succeed because of competitive forces in the subsea services
market.
  The subsea services market may be subject to additional risk factors of which we are not currently
aware.
  Our holding company structure may adversely affect our ability to meet our obligations.
  Provisions of our Debentures could discourage an acquisition of us by a third party.
  PART II  OTHER INFORMATION (continued)
 
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Deep Ocean
    
    
    Phantom StockShares
    
    
    UnitsKåre Johannes Lie (Chief Executive Officer of DeepOcean)
    
    
    241,600
    
    
    
    17,306Joso Invest AS, (a company controlled by Mr. Lie)
    
    
    1,867,776
    
    
    
    134,331Arne Wathne (Chief Operating Officer of DeepOcean)
    
    
    427,600
    
    
    
    30,753Inar AS, (a company controlled by Mr. Wathne)
    
    
    88,462
    
    
    
    6,362Gerhard Oluf Skåleskog (Chief Financial Officer of DeepOcean)
    
    
    430,000
    
    
    
    30,925GSK Invest AS (a company controlled by Mr. Skåleskog)
    
    
    88,462
    
    
    
    6,362Mads Ragnar Bårdsen (Director of International Business and
Technology Development of DeepOcean)
    
    
    32,000
    
    
    
    2,301Håvard Framnes (Group Financial Manager of DeepOcean)
    
    
    13,000
    
    
    
    934Total
    
    
    3,188,900
    
    
    
    229,724
  51




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Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  (a)
    
    At the Annual Meeting, Richard A. Bachmann and Kenneth M. Burke were re-elected to serve
until the annual meeting of stockholders for the year 2011. In addition to the directors
elected at the Annual Meeting, the terms of Joseph S. Compofelice, Ben A. Guill, Edward C.
Hutcheson, Jr., Myles W. Scoggins and Per Staehr continued after the Annual Meeting.(b)
    
    At the Annual Meeting, holders of shares of the Companys common stock re-elected Messrs.
Bachmann and Burke with the number of votes cast for and withheld for such nominees as set
forth below:
 Name
    
    For
        
    WithheldRichard A. Bachmann
    
    
    12,235,104
    
    
    
    290,881Kenneth M. Burke
    
    
    12,172,690
    
    
    
    353,295
 (c)
    
    At the Annual Meeting, holders of shares of the Companys common stock also ratified the
appointment of PricewaterhouseCoopers LLP, independent registered public accounting firm, as
the Companys independent auditors for the fiscal year ending December 31, 2008, with the
number of votes cast as set forth below:
 For
    
    Against
    
    Abstain
    
    Broker Non-Votes12,105,115
    
    413,421
    
    7,449
    
    
 
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
  ExhibitNumber3.1
    
    Second Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed March 16, 2005).3.2
    
    Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 3.1 to our Current Report on Form 8-K filed April 10,
2007).3.3
    
    Certificate of Elimination of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 3.1 to our Current Report on Form 8-K filed April 29,
2008.3.4
    
    Sixth Amended and Restated Bylaws of the company (incorporated by
reference to Exhibit 3.1 to our Current Report on Form 8-K filed
June 9, 2008).
 52




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##### Table of Contents



ExhibitNumber4.1
    
    Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to our Annual Report on Form 10-K filed March 16,
2005).4.2
    
    Registration Rights Agreement, dated as of March 16, 2005, by and
among the Company and the Holders named therein (incorporated by
reference to Exhibit 4.1 to our Current Report on Form 8-K filed
March 16, 2005).4.3
    
    Warrant Agreement, dated March 16, 2005 (incorporated by reference
to Exhibit 4.2 to the Companys Current Report on Form 8-K filed
March 16, 2005).4.4
    
    Form of Series A Warrant (incorporated by reference to Exhibit 4.3
to the Companys Current Report on Form 8-K/A filed March 21,
2005).4.5
    
    Indenture of Trico Marine Services, Inc. and Wells Fargo Bank,
National Association, as Trustee, dated February 7, 2007
(incorporated by reference to Exhibit 10.18 to our Annual Report
on Form 10-K filed March 2, 2007).4.6
    
    Registration Rights Agreement by and among Trico Marine Services,
Inc. and the Initial Purchasers, dated February 7, 2007
(incorporated by reference to Exhibit 10.19 to our Annual Report
on Form 10-K filed March 1, 2007).4.7
    
    Rights Agreement dated as of April 9, 2007, between Trico Marine
Services, Inc. and Mellon Investor Services LLC, as Rights Agent,
including the form of Certificate of Designation of Series A
Junior Participating Preferred Stock of Trico Marine Services,
Inc. attached thereto as Exhibit A, the form of Rights Certificate
attached thereto as Exhibit B and the Summary of Rights to
Purchase Preferred Shares attached thereto as Exhibit C
(incorporated by reference to Exhibit 4.1 to our Current Report on
Form 8-K filed April 10, 2007).4.8
    
    First Amendment to Rights Agreement dated April 28, 2008, between
Trico Marine Services, Inc. and Mellon Investor Services LLC
(incorporated by reference to Exhibit 4.1 to our Current Report on
Form 8-K filed April 29, 2008).4.9
    
    Indenture of Trico Marine Services, Inc. and Wells Fargo Bank,
National Association, as Trustee, dated May 16, 2008 (incorporated
by reference to Exhibit 4.2 to our Current Report on Form 8-K/A
filed May 19, 2008).4.10
    
    Registration Rights Agreement, dated May 16, 2008, among Trico
Marine Services, Inc. and the purchasers named therein
(incorporated by reference to Exhibit 4.3 to our Current Report on
Form 8-K filed May 16, 2008).4.11
    
    Share Purchase Agreement, dated May 15, 2008, by and among Trico
Marine Services, Inc., Trico Shipping AS, and West Supply IV AS
(incorporated by reference to Exhibit 2.1 to our Current Report on
Form 8-K filed May 16, 2008).4.12
    
    Phantom Stock Units Agreement, dated May 22, 2008, between Trico
Marine Services, Inc. and West Supply IV AS (incorporated by
reference to Exhibit 10.3 to our Current Report on Form 8-K filed
June 16, 2008).4.13
    
    Registration Rights Agreement, dated May 22, 2008, between Trico
Marine Services, Inc. and West Supply IV AS (incorporated by
reference to Exhibit 10.4 to our Current Report on Form 8-K filed
June 16, 2008).4.14
    
    Form of Management Share Purchase Agreement, dated May 15, 2008,
by and among Trico Marine Services, Inc., Trico Shipping AS, and
certain members of management of DeepOcean (incorporated by
reference to Exhibit 2.2 to our Current Report on Form 8-K filed
May 16, 2008).4.15
    
    Form of Phantom Stock Units Agreement, dated May 15, 2008, by and
between Trico Marine Services, Inc. and certain members of
management (and their controlled entities) of DeepOcean
(incorporated by reference to Exhibit 10.2 to our Current Report
on Form 8-K filed May 16, 2008).4.16
    
    Share Purchase Agreement, entered into on June 13, 2008, by and
between DOF ASA, as Seller, and Trico Shipping AS, as Purchaser
(incorporated by reference to Exhibit 2.1 to our Current Report on
Form 8-K filed June 13, 2008).10.1
    
    Amended and Restated Employment Agreement, dated July 23, 2008, by
and between Joseph S. Compofelice and Trico Marine Services Inc.
(1)
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##### Table of Contents



ExhibitNumber10.2
    
    The Second Amendment to Retirement Agreement, dated July 23, 2008,
by and between Joseph S. Compofelice and Trico Marine Services
Inc. (1)10.3
    
    Credit Agreement dated April 24, 2008, by and among Trico Supply
AS, Trico Subsea Holding AS, Trico Subsea AS, as borrower, Nordea
Bank Finland PLC, New York Branch, as Administrative Agent, Book
Runner and Joint Lead Arranger, Bayerische Hypo-Und Vereinsbank
AG, as Joint Lead Arrranger, Nordea Bank Norge ASA, Grand Cayman
Branch and various lenders party thereto from time to time
(incorporated by reference to Exhibit 10.1 to our Current Report
on Form 8-K filed April 29, 2008).10.4
    
    Credit Agreement, dated as of May 14, 2008, among Trico Supply AS,
Trico Subsea Holding AS, Trico Subsea AS, Trico Shipping AS, the
lenders party thereto from time to time, and Nordea Bank Finland
PLC, New York Branch, as Administrative Agent and as Collateral
Agent (incorporated by reference to Exhibit 10.4 to our Current
Report on Form 8-K filed May 16, 2008).10.5
    
    Credit Facility, entered into on May 28, 2008, between Trico
Shipping AS, as Borrower, and Carnegie Investment Bank AB Norway
Branch, as Lender (incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed June 3, 2008).10.6
    
    Pledge of Shares, entered into on May 28, 2008, between Trico
Shipping AS, as Pledgor, and Carnegie Investment Bank AB Norway
Branch, as Pledgeee (incorporated by reference to Exhibit 10.2 to
our Current Report on Form 8-K filed June 3, 2008).10.7
    
    NOK 1,005,000 Facility Agreement, dated June 5, 2007, by and
between DeepOcean ASA, as borrower and Sparebank 1 SR Bank, as
Lender and Agent. (1)10.8
    
    NOK 350,000,000 Loan Agreement, dated December 21, 2007, by and
between DeepOcean Shipping AS and Sparebank 1 SR Bank, as Lender
and Agent. (1)31.1
    
    Chief Executive Officers Certification under Section 302 of the
Sarbanes-Oxley Act of 2002. (1)31.2
    
    Chief Financial Officers Certification under Section 302 of the
Sarbanes-Oxley Act of 2002. (1)32.1
    
    Officers certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (1)
 
 *
    
    Management Contract or Compensation Plan or Agreement(1)
    
    Filed herewith. 54




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##### Table of Contents



TRICO MARINE SERVICES, INC.(Registrant)By: /s/ Jim Katosic

Jim KatosicChief Accounting Officer(Authorized Signatory andPrincipal Accounting Officer)Date: August 8, 2008
 55




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##### Table of Contents



ExhibitNumber3.1
    
    Second Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed March 16, 2005).3.2
    
    Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 3.1 to our Current Report on Form 8-K filed April 10,
2007).3.3
    
    Certificate of Elimination of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 3.1 to our Current Report on Form 8-K filed April 29,
2008.3.4
    
    Sixth Amended and Restated Bylaws of the company (incorporated by
reference to Exhibit 3.1 to our Current Report on Form 8-K filed
June 9, 2008).4.1
    
    Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to our Annual Report on Form 10-K filed March 16,
2005).4.2
    
    Registration Rights Agreement, dated as of March 16, 2005, by and
among the Company and the Holders named therein (incorporated by
reference to Exhibit 4.1 to our Current Report on Form 8-K filed
March 16, 2005).4.3
    
    Warrant Agreement, dated March 16, 2005 (incorporated by reference
to Exhibit 4.2 to the Companys Current Report on Form 8-K filed
March 16, 2005).4.4
    
    Form of Series A Warrant (incorporated by reference to Exhibit 4.3
to the Companys Current Report on Form 8-K/A filed March 21,
2005).4.5
    
    Indenture of Trico Marine Services, Inc. and Wells Fargo Bank,
National Association, as Trustee, dated February 7, 2007
(incorporated by reference to Exhibit 10.18 to our Annual Report
on Form 10-K filed March 2, 2007).4.6
    
    Registration Rights Agreement by and among Trico Marine Services,
Inc. and the Initial Purchasers, dated February 7, 2007
(incorporated by reference to Exhibit 10.19 to our Annual Report
on Form 10-K filed March 1, 2007).4.7
    
    Rights Agreement dated as of April 9, 2007, between Trico Marine
Services, Inc. and Mellon Investor Services LLC, as Rights Agent,
including the form of Certificate of Designation of Series A
Junior Participating Preferred Stock of Trico Marine Services,
Inc. attached thereto as Exhibit A, the form of Rights Certificate
attached thereto as Exhibit B and the Summary of Rights to
Purchase Preferred Shares attached thereto as Exhibit C
(incorporated by reference to Exhibit 4.1 to our Current Report on
Form 8-K filed April 10, 2007).4.8
    
    First Amendment to Rights Agreement dated April 28, 2008, between
Trico Marine Services, Inc. and Mellon Investor Services LLC
(incorporated by reference to Exhibit 4.1 to our Current Report on
Form 8-K filed April 29, 2008).4.9
    
    Indenture of Trico Marine Services, Inc. and Wells Fargo Bank,
National Association, as Trustee, dated May 16, 2008 (incorporated
by reference to Exhibit 4.2 to our Current Report on Form 8-K/A
filed May 19, 2008).4.10
    
    Registration Rights Agreement, dated May 16, 2008, among Trico
Marine Services, Inc. and the purchasers named therein
(incorporated by reference to Exhibit 4.3 to our Current Report on
Form 8-K filed May 16, 2008).4.11
    
    Share Purchase Agreement, dated May 15, 2008, by and among Trico
Marine Services, Inc., Trico Shipping AS, and West Supply IV AS
(incorporated by reference to Exhibit 2.1 to our Current Report on
Form 8-K filed May 16, 2008).4.12
    
    Phantom Stock Units Agreement, dated May 22, 2008, between Trico
Marine Services, Inc. and West Supply IV AS (incorporated by
reference to Exhibit 10.3 to our Current Report on Form 8-K filed
June 16, 2008).4.13
    
    Registration Rights Agreement, dated May 22, 2008, between Trico
Marine Services, Inc. and West Supply IV AS (incorporated by
reference to Exhibit 10.4 to our Current Report on Form 8-K filed
June 16, 2008).4.14
    
    Form of Management Share Purchase Agreement, dated May 15, 2008,
by and among Trico Marine Services, Inc., Trico Shipping AS, and
certain members of management of DeepOcean (incorporated by
reference to Exhibit 2.2 to our Current Report on Form 8-K filed
May 16, 2008).4.15
    
    Form of Phantom Stock Units Agreement, dated May 15, 2008, by and
between Trico Marine Services, Inc. and certain members of
management (and their controlled entities) of DeepOcean
(incorporated by reference to Exhibit 10.2 to our Current Report
on Form 8-K filed May 16, 2008).4.16
    
    Share Purchase Agreement, entered into on June 13, 2008, by and
between DOF ASA, as Seller, and Trico Shipping AS, as Purchaser
(incorporated by reference to Exhibit 2.1 to our Current Report on
Form 8-K filed June 13, 2008).




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##### Table of Contents



ExhibitNumber10.1
    
    Amended and Restated Employment Agreement, dated July 23, 2008, by
and between Joseph S. Compofelice and Trico Marine Services Inc.
(1).10.2
    
    The Second Amendment to Retirement Agreement, dated July 23, 2008,
by and between Joseph S. Compofelice and Trico Marine Services
Inc. (1).10.3
    
    Credit Agreement dated April 24, 2008, by and among Trico Supply
AS, Trico Subsea Holding AS, Trico Subsea AS, as borrower, Nordea
Bank Finland PLC, New York Branch, as Administrative Agent, Book
Runner and Joint Lead Arranger, Bayerische Hypo-Und Vereinsbank
AG, as Joint Lead Arrranger, Nordea Bank Norge ASA, Grand Cayman
Branch and various lenders party thereto from time to time
(incorporated by reference to Exhibit 10.1 to our Current Report
on Form 8-K filed April 29, 2008).10.4
    
    Credit Agreement, dated as of May 14, 2008, among Trico Supply AS,
Trico Subsea Holding AS, Trico Subsea AS, Trico Shipping AS, the
lenders party thereto from time to time, and Nordea Bank Finland
PLC, New York Branch, as Administrative Agent and as Collateral
Agent (incorporated by reference to Exhibit 10.4 to our Current
Report on Form 8-K filed May 16, 2008).10.5
    
    Credit Facility, entered into on May 28, 2008, between Trico
Shipping AS, as Borrower, and Carnegie Investment Bank AB Norway
Branch, as Lender (incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed June 3, 2008).10.6
    
    Pledge of Shares, entered into on May 28, 2008, between Trico
Shipping AS, as Pledgor, and Carnegie Investment Bank AB Norway
Branch, as Pledgeee (incorporated by reference to Exhibit 10.2 to
our Current Report on Form 8-K filed June 3, 2008).10.7
    
    NOK 1,005,000 Facility Agreement, dated June 5, 2007, by and
between DeepOcean ASA, as borrower and Sparebank 1 SR Bank, as
Lender and Agent. (1)10.8
    
    NOK 350,000,000 Loan Agreement, dated December 21, 2007, by and
between DeepOcean Shipping AS and Sparebank 1 SR Bank, as Lender
and Agent. (1)31.1
    
    Chief Executive Officers Certification under Section 302 of the
Sarbanes-Oxley Act of 2002. (1)31.2
    
    Chief Financial Officers Certification under Section 302 of the
Sarbanes-Oxley Act of 2002. (1)32.1
    
    Officers certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (1)
 
 *
    
    Management Contract or Compensation Plan or Agreement(1)
    
    Filed herewith.