##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 1-33402
 Trico Marine Services, Inc.
  Delaware
    
    72-1252405(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)10001 Woodloch Forest Drive, Suite 610The Woodlands, Texas
    
    77380(Address of principal executive offices)
    
    (Zip code)
  þ o
 o 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




---



##### 



TRICO MARINE SERVICES, INC.
REPORT FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2010
 TABLE OF CONTENTS
 PagePart I.Financial InformationItem 1. Financial Statements (Unaudited)
    
    
    3Condensed Consolidated Balance Sheets  March 31, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations  Three Months Ended March 31, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Cash Flows  Three Months Ended March 31, 2010 and 2009
    
    
    5Notes to the Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    34Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    51Item 4. Controls and Procedures
    
    
    51Part II.Other InformationItem 1. Legal Proceedings
    
    
    53Item 1A. Risk Factors
    
    
    53Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    57Item 3. Defaults upon Senior Securities
    
    
    57Item 4. (Removed and Reserved)
    
    
    57Item 5. Other Information
    
    
    57Item 6. Exhibits
    
    
    57Signature
    
    
    60EX-31.1EX-31.2EX-32.1
  2




---



##### 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)
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    31,965
    
    
    $
    52,981Restricted cash
    
    
    2,589
    
    
    
    3,630Accounts receivable, net
    
    
    87,573
    
    
    
    98,600Prepaid expenses and other current assets
    
    
    18,910
    
    
    
    18,761Assets held for sale
    
    
    13,917
    
    
    
    15,223Total current assets
    
    
    154,954
    
    
    
    189,195Property and equipment:Marine vessels
    
    
    476,355
    
    
    
    522,169Subsea equipment
    
    
    176,242
    
    
    
    182,576Construction-in-progress
    
    
    178,012
    
    
    
    168,879Transportation and other
    
    
    8,585
    
    
    
    6,649839,194
    
    
    
    880,273Less accumulated depreciation and amortization
    
    
    (141,453
    )
    
    
    (152,116
    )Net property and equipment, net
    
    
    697,741
    
    
    
    728,157Restricted cash, noncurrent
    
    
    3,820
    
    
    
    3,926Intangible assets
    
    
    110,868
    
    
    
    116,471Other assets
    
    
    46,245
    
    
    
    38,510Total assets
    
    $
    1,013,628
    
    
    $
    1,076,259LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    61,543
    
    
    $
    52,585Accounts payable
    
    
    41,360
    
    
    
    45,961Accrued expenses
    
    
    77,844
    
    
    
    88,990Accrued interest
    
    
    27,429
    
    
    
    12,738Foreign taxes payable
    
    
    
    
    
    
    4,594Income taxes payable
    
    
    10,394
    
    
    
    9,182Other current liabilities
    
    
    49
    
    
    
    104Total current liabilities
    
    
    218,619
    
    
    
    214,154Long-term debt
    
    
    675,393
    
    
    
    681,312Long-term derivative
    
    
    722
    
    
    
    6,003Foreign taxes payable
    
    
    
    
    
    
    31,886Deferred income taxes
    
    
    80,681
    
    
    
    19,219Other liabilities
    
    
    10,525
    
    
    
    11,357Total liabilities
    
    
    985,940
    
    
    
    963,931Commitments and contingencies (See Note 14)
    
    
    
    
    
    
    Total equity:Common stock, $.01 par value, 50,000,000 shares authorized and
20,108,224
shares issued at March 31, 2010 and December 31, 2009, respectively
    
    
    201
    
    
    
    201Warrants
    
    
    
    
    
    
    1,640Additional paid-in capital
    
    
    342,947
    
    
    
    340,803Retained earnings (accumulated deficit)
    
    
    (198,618
    )
    
    
    (120,069
    )Accumulated other comprehensive loss, net of tax
    
    
    (146,881
    )
    
    
    (153,301
    )Phantom stock
    
    
    47,643
    
    
    
    47,643Treasury stock, at cost, 570,207 shares
    
    
    (17,604
    )
    
    
    (17,604
    )Total Trico Marine Services, Inc. equity
    
    
    27,688
    
    
    
    99,313Noncontrolling interest
    
    
    
    
    
    
    13,015Total equity
    
    
    27,688
    
    
    
    112,328Total liabilities and equity
    
    $
    1,013,628
    
    
    $
    1,076,259
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 3




---



##### Table of Contents



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (Unaudited)  (In thousands, except per share amounts )
 Three Months Ended March 31,2010
    
    
    2009Revenues
    
    $
    95,714
    
    
    $
    121,819Operating expenses:Direct operating expenses
    
    
    79,154
    
    
    
    98,488General and administrative
    
    
    18,057
    
    
    
    21,439Depreciation and amortization
    
    
    17,813
    
    
    
    18,072Gain on sales of assets
    
    
    (864
    )
    
    
    (9
    )Total operating expenses
    
    
    114,160
    
    
    
    137,990Operating loss
    
    
    (18,446
    )
    
    
    (16,171
    )Equity in net loss of investee
    
    
    (1,824
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (22,354
    )
    
    
    (10,914
    )Interest income
    
    
    929
    
    
    
    1,072Unrealized gain on mark-to-market of embedded
derivative
    
    
    5,281
    
    
    
    939Gain on conversions of debt
    
    
    
    
    
    
    10,779Foreign exchange loss
    
    
    (19,455
    )
    
    
    (393
    )Other income (expense), net
    
    
    180
    
    
    
    (337
    )Loss before income taxes
    
    
    (55,689
    )
    
    
    (15,025
    )Income tax (benefit) expense
    
    
    22,860
    
    
    
    (15,028
    )Net income (loss)
    
    
    (78,549
    )
    
    
    3Less: Net income attributable to the noncontrolling
interest
    
    
    
    
    
    
    (750
    )Net loss attributable to Trico Marine Services, Inc.
    
    $
    (78,549
    )
    
    $
    (747
    )Earnings (loss) per common share:Basic
    
    $
    (3.80
    )
    
    $
    (0.04
    )Diluted
    
    $
    (3.80
    )
    
    $
    (0.04
    )Weighted average shares outstanding:Basic
    
    
    20,691
    
    
    
    16,711Diluted
    
    
    20,691
    
    
    
    16,711
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 4




---



##### Table of Contents



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  ( Unaudited)  (In thousands)
 Three Months Ended March 31,2010
    
    
    2009Cash flows from operating activities:Net income (loss)
    
    $
    (78,549
    )
    
    $
    3Adjustments to reconcile net income (loss) to net cash used in
operating activities:Depreciation and amortization
    
    
    17,813
    
    
    
    18,072Amortization of non-cash deferred revenues
    
    
    (82
    )
    
    
    (140
    )Amortization of deferred financing costs
    
    
    2,142
    
    
    
    580Noncash benefit related to change in Norwegian tax law
    
    
    21,242
    
    
    
    (18,568
    )Accretion of debt discount
    
    
    3,265
    
    
    
    3,404Deferred income taxes
    
    
    5,131
    
    
    
    2,470Change in fair value of derivatives
    
    
    (5,281
    )
    
    
    (939
    )Gain on conversions of 6.5% Debentures
    
    
    
    
    
    
    (10,779
    )Cash paid for make-whole premium related to conversions of
6.5% Debentures
    
    
    
    
    
    
    (6,574
    )Foreign currency (gains)/losses, net
    
    
    11,522
    
    
    
    Gain on sales of assets
    
    
    (864
    )
    
    
    (9
    )Provision on doubtful accounts
    
    
    
    
    
    
    493Stock based compensation
    
    
    411
    
    
    
    724Change in operating assets and liabilities
    
    
    19,225
    
    
    
    (4,155
    )Net cash used in operating activities
    
    
    (4,025
    )
    
    
    (15,418
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (14,852
    )
    
    
    (19,557
    )Proceeds from sales of assets
    
    
    2,800
    
    
    
    155Dividend
from unconsolidated affiliate
    
    
    980
    
    
    
    Investment in unconsolidated affiliates
    
    
    (5,839
    )
    
    
    Decrease in restricted cash
    
    
    998
    
    
    
    659Net cash used in investing activities
    
    
    (15,913
    )
    
    
    (18,743
    )Cash flows from financing activities:Proceeds and (repayments) of revolving credit facilities, net
    
    
    (206
    )
    
    
    2,529Contribution from noncontrolling interest
    
    
    
    
    
    
    2,284Dividend to noncontrolling partner
    
    
    
    
    
    
    (6,120
    )Net cash used in financing activities
    
    
    (206
    )
    
    
    (1,307
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (872
    )
    
    
    1,359Net decrease in cash and cash equivalents
    
    
    (21,016
    )
    
    
    (34,109
    )Cash and cash equivalents at beginning of period
    
    
    52,981
    
    
    
    94,613Cash and cash equivalents at end of period
    
    $
    31,965
    
    
    $
    60,504
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 5




---



##### Table of Contents



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
 1. Organization and Basis of Presentation
     2. Risks, Uncertainties and Going Concern
      6




---



##### Table of Contents



7




---



##### Table of Contents



8




---



##### Table of Contents



3. Asset Sales
 Asset Sales
  Assets Held for Sale
  4. Intangible Assets
   9




---



##### Table of Contents



As of March 31, 2010
    
    
    As of December 31, 2009Foreign
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ForeignGross Carrying
    
    
    Accumulated
    
    
    Currency Translation
    
    
    
    
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Currency TranslationAmount
    
    
    Amortization
    
    
    Adjustment
    
    
    Total
    
    
    Amount
    
    
    Amortization
    
    
    Adjustment
    
    
    TotalAmortizable intangible assets:Customer relationships
    
    $
    118,057
    
    
    $
    (14,422
    )
    
    $
    (23,027
    )
    
    $
    80,608
    
    
    $
    118,057
    
    
    $
    (12,454
    )
    
    $
    (20,386
    )
    
    $
    85,217Total
    
    $
    118,057
    
    
    $
    (14,422
    )
    
    $
    (23,027
    )
    
    $
    80,608
    
    
    $
    118,057
    
    
    $
    (12,454
    )
    
    $
    (20,386
    )
    
    $
    85,217
 Foreign
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ForeignGross Carrying
    
    
    
    
    
    
    Currency Translation
    
    
    
    
    
    
    Gross Carrying
    
    
    
    
    
    
    Currency TranslationAmount
    
    
    Impairment
    
    
    Adjustment
    
    
    Total
    
    
    Amount
    
    
    Impairment
    
    
    Adjustment
    
    
    TotalUnamortized intangible assets:Trade name
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (7,507
    )
    
    $
    30,260
    
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (6,513
    )
    
    $
    31,254Total
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (7,507
    )
    
    $
    30,260
    
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (6,513
    )
    
    $
    31,254
  5. Debt
  March 31, 2010
    
    
    December 31, 2009Current
    
    
    Long-Term
    
    
    Total
    
    
    Current
    
    
    Long-Term
    
    
    Total$50 million U.S. Revolving Credit Facility Agreement (1),
maturing in December 2011
    
    $
    11,298
    
    
    $
    
    
    
    $
    11,298(2),
    (3)
    
    $
    11,347
    
    
    $
    
    
    
    $
    11,347
    (2),(3)$202.8 million face amount, 8.125% Convertible Debentures, net of
unamortized
discount of $11.2 million and $12.3 million as of March 31, 2010 and
December 31, 2009,
respectively, interest payable semi-annually in arrears, maturing on
February 1, 2013
    
    
    28,926
    
    
    
    162,726
    
    
    
    191,652
    
    
    
    19,774
    
    
    
    170,696
    
    
    
    190,470$150.0 million face amount, 3% Senior Convertible Debentures, net of
unamortized
discount of $28.5 million and $30.0 million as of March 31, 2010 and
December 31, 2009,
respectively, interest payable semi-annually in arrears, maturing on
January 15, 2027
    
    
    
    
    
    
    121,535
    
    
    
    121,535
    (4)
    
    
    
    
    
    
    119,992
    
    
    
    119,992
    (4)$400.0 million face amount, 11.875% Senior Secured Notes, net of
unamortized
discount of $13.5 million and $14.1 million as of March 31, 2010
and December 31, 2009,
respectively, interest payable semi-annually in arrears, maturing
on November 1, 2014
    
    
    
    
    
    
    386,460
    
    
    
    386,460
    (5)
    
    
    
    
    
    
    385,925
    
    
    
    385,925
    (5)$33 million Working Capital Facility (1), maturing December 2011
    
    
    20,000
    
    
    
    
    
    
    
    20,000
    (5)
    
    
    20,000
    
    
    
    
    
    
    
    20,000
    (5)6.11% Notes, principal and interest due in 30 semi-annual installments,
maturing April 2014
    
    
    1,258
    
    
    
    4,399
    
    
    
    5,657
    
    
    
    1,258
    
    
    
    4,399
    
    
    
    5,657Insurance note
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    119Motor vehicle leases
    
    
    61
    
    
    
    35
    
    
    
    96
    
    
    
    87
    
    
    
    47
    
    
    
    134Fresh-start debt premium
    
    
    
    
    
    
    238
    
    
    
    238
    
    
    
    
    
    
    
    253
    
    
    
    253Total debt
    
    $
    61,543
    
    
    $
    675,393
    
    
    $
    736,936
    
    
    $
    52,585
    
    
    $
    681,312
    
    
    $
    733,897
 
 (1)
    
    Interest on such credit facilities is at the London inter-bank offered rate
(LIBOR) plus 5.00%. There is an additional utilization fee of 3.00% per annum for each day the
amount drawn, including amounts related to letters of credit, exceeds 50% of the total amount
available. The three month LIBOR rate was 0.3% for the periods ending March 31, 2010 and
December 31, 2009, respectively.(2)
    
    In December 2009, the Company entered into an amendment that excluded the
impact on the minimum net worth covenant of the impairment charge related to four construction
vessels. The Company was in compliance with this covenant as of March 31, 2010 and December
31, 2009.(3)
    
    The Company was in compliance with its maximum consolidated leverage ratio
covenant as of March 31, 2009 and June 30, 2009. In August 2009, the Company entered into an
amendment whereby the maximum consolidated leverage was increased from 4.5:1 to 5.0:1 for the
fiscal quarter ended September 30, 2009. The Company was not in compliance with this
consolidated leverage ratio covenant at September 30, 2009 due to the negative impact on
calculated EBITDA of the increase in value of the embedded derivative associated with the
8.125% Debentures which was primarily the result of an increase in the Companys stock price.
The Company received an amendment retroactive to September 30, 2009 that amended the
calculation retroactively and prospectively to exclude the effects of the change in the value
of this embedded derivative. With this amendment, the Company was in compliance with this
covenant as of September 30, 2009. This amendment also increased the consolidated leverage
ratio to 8.50:1 for each of the quarters ending between December 31, 2009 through September
30, 2010. The ratio decreases to 8.00:1 for the fiscal quarter ending December 31, 2010, and
subsequently decreases to 7.00:1 for the fiscal quarter ending March 31, 2011, 6.00:1 for the
fiscal quarter ending June 30, 2011, and to 5.00:1 for any fiscal quarters ending thereafter.
In December 2009, the Company entered into an amendment to increase the consolidated leverage
ratio to 11.0:1 for the quarters ending December 31, 2009,
March 31, 2010, and June 30, 2010 and to 10.0:1 for the quarter ending September 30, 2010 while leaving the ratio
levels for December 31, 2010 and beyond unchanged. In conjunction with this amendment, the
current availability under the facility was reduced to approximately $14.8 million with the 10




---



##### Table of Contents



reduced availability being restored when the Company is below the consolidated ratio levels that
were in effect prior to this amendment. The Company was in compliance with this covenant as of
December 31, 2009. On March 31, 2010, the Company received a waiver to the maximum consolidated
leverage ratio as of March 31, 2010. Absent this waiver, the Company would not have been in
compliance with this covenant as of March 31, 2010.(4)
    
    Holders of the Companys 3% Debentures have the right to require the Company to
repurchase the debentures in cash at par on each of January 15, 2014, January 15, 2017 and
January 15, 2022.(5)
    
    Trico Marine Services, Inc. is a guarantor of the Senior Secured Notes and
the Trico Shipping Working Capital Facility. This guarantee is subordinated to any obligations
under the U.S. Credit Facility.  AmountDue in one year
    
    $
    61,543Due in two years
    
    
    46,960Due in three years
    
    
    129,477Due in four years
    
    
    1,258Due in five years
    
    
    400,625Due in over five years
    
    
    150,000
    (1)789,863Fresh-start debt premium
    
    
    238Unamortized discounts on Senior Secured Notes, 3% Debentures and 8.125% Debentures
    
    
    (53,165
    )Total debt
    
    $
    736,936
 
 (1)
    
    Includes the $150.0 million of 3% Debentures that may be converted earlier but
have stated maturity terms in excess of five years. $50 million U.S. Credit Facility. Northern Challenger
   11




---



##### Table of Contents



8.125% Debentures.
  12




---



##### Table of Contents



3% Debentures.
 13




---



##### Table of Contents



Senior Secured Notes pari passu
 Northern Challenger Northern Clipper Northern Corona Northern Challenger Northern Clipper Northern Corona
  14




---



##### Table of Contents



Trico Shipping Working Capital Facility.
   6.11% Notes.
  15




---



##### Table of Contents



6. Derivative Instruments
    Liability DerivativeMarch 31, 2010
    
    
    December 31, 2009Derivatives Not Designated as Hedging
    
    Balance Sheet
    
    
    Fair
    
    
    Balance Sheet
    
    
    FairInstruments under Accounting Guidance
    
    Location
    
    
    Value
    
    
    Location
    
    
    ValueOther contract - 8.125% Debentures
    
    Long-term derivative
    
    $
    722
    
    
    Long-term derivative
    
    $
    6,003Total derivatives
    
    
    
    
    
    $
    722
    
    
    
    
    
    
    $
    6,003
 Derivatives NotDesignated as Hedging
    
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss) Recognized on DerivativeInstruments under
    
    
    Recognized in Income
    
    Three Months Ended March 31,Accounting Guidance
    
    
    on Derivative
    
    2010
    
    
    2009Other contract
    
    Unrealized gain on mark-to-market of embedded derivative - 6.5% Debentures
    
    $
    
    
    
    $
    939Other contract
    
    Unrealized gain on mark-to-market of embedded derivative - 8.125% Debentures
    
    
    5,281
    
    
    
    $
    5,281
    
    
    $
    939
 16




---



##### Table of Contents



7. Fair Value Measurements
   
    
    Level 1  Observable inputs such as quoted prices (unadjusted) in active markets for
identical assets or liabilities.
    
    Level 2  Inputs other than quoted prices that are observable for the asset or
liability, either directly or indirectly. These include quoted prices for similar assets or
liabilities in active markets and quoted prices for identical or similar assets or
liabilities in markets that are not active.
    
    Level 3  Unobservable inputs that reflect the reporting entitys own assumptions.
  Fair Value Measurementsat March 31, 2010 Using Fair ValueHierarchyFair Value as ofMarch 31, 2010
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesLong-term derivative (8.125% Debentures)
    
    $
    722
    
    
    $
    
    
    
    $
    
    
    
    $
    722$
    722
    
    
    $
    
    
    
    $
    
    
    
    $
    722
 Fair Value Measurementsat December 31, 2009 Using Fair ValueHierarchyFair Value as ofDecember 31, 2009
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesLong-term derivative (8.125% Debentures)
    
    $
    6,003
    
    
    $
    
    
    
    $
    
    
    
    $
    6,003$
    6,003
    
    
    $
    
    
    
    $
    
    
    
    $
    6,003
  Cash, cash equivalents, accounts receivable and accounts payable.
 Debt.
  17




---



##### Table of Contents



March 31,
    
    December 31,2010
    
    2009Carrying amount
    
    $
    736,936
    
    
    $
    733,897Fair value
    
    
    636,818
    
    
    
    687,401
  8.125%
    
    
    6.5%Debentures
    
    
    DebenturesBalance on December 31, 2008
    
    $
    
    
    
    $
    1,119Unrealized (gain) loss for 2009
    
    
    1,278
    
    
    
    (436
    )Final valuation of 6.5% Debentures due to exchange for 8.125% Debentures
    
    
    
    
    
    
    (683
    )Issuance of long-term derivative (8.125% Debentures)
    
    
    4,725
    
    
    
    Balance on December 31, 2009
    
    $
    6,003
    
    
    $
    Unrealized gain for 2010
    
    
    (5,281
    )
    
    
    Balance on March 31, 2010
    
    $
    722
    
    
    $
    
 8. Earnings (Loss) Per Share
  Three Months Ended March 31,2010
    
    
    2009Basic EPSNet loss attributable to Trico Marine Services, Inc.
    
    $
    (78,549
    )
    
    $
    (747
    )Weighted-average shares of common stock outstanding:Basic
    
    
    20,691
    
    
    
    16,711Earnings per share:Basic
    
    $
    (3.80
    )
    
    $
    (0.04
    )Diluted EPSNet loss attributable to Trico Marine Services, Inc.
    
    $
    (78,549
    )
    
    $
    (747
    )Weighted-average shares of common stock outstanding:Basic
    
    
    20,691
    
    
    
    16,711Total
    
    
    20,691
    
    
    
    16,711Earnings per share:Diluted
    
    $
    (3.80
    )
    
    $
    (0.04
    )
 18




---



##### Table of Contents



9. Other Comprehensive Income (Loss)
  Three Months Ended March 31,2010
    
    2009Shareholders ofTrico Marine
    
    NoncontrollingTotal
    
    Services, Inc.
    
    Interests
    
    TotalNet income (loss)
    
    $
    (78,549
    )
    
    $
    (747
    )
    
    $
    750
    
    
    $
    3Foreign currency translation gain (loss)
    
    
    6,331
    
    
    
    13,090
    
    
    
    
    
    
    
    13,090Amortization of unrecognized actuarial gains
    
    
    89
    
    
    
    97
    
    
    
    
    
    
    
    97Total comprehensive income (loss)
    
    $
    (72,129
    )
    
    $
    12,440
    
    
    $
    750
    
    
    $
    13,190
 10. Stock-Based Compensation
   SARsVested Ratably
    
    
    Cliff VestedFair Value at March 31, 2010
    
    $
    1.11
    
    
    $
    1.10Expected Term
    
    
    3.5
    
    
    
    4.0Expected Volatility
    
    
    60
    %
    
    
    55
    %Risk-Free Interest Rate
    
    
    1.82
    %
    
    
    2.05
    %Expected Dividend Distributions
    
    
    N/A
    
    
    
    N/A
 19




---



##### Table of Contents



11. Taxes
         20




---



##### Table of Contents



12. Employee Benefit Plans
  Three Months Ended March 31,2010
    
    
    2009Service cost
    
    $
    1,092
    
    
    $
    1,022Interest cost
    
    
    236
    
    
    
    251Return on plan assets
    
    
    (232
    )
    
    
    (286
    )Social security contributions
    
    
    154
    
    
    
    148Recognized net actuarial loss
    
    
    89
    
    
    
    97Net periodic benefit cost
    
    $
    1,339
    
    
    $
    1,232
   13.
Investment in Eastern Marine Services Limited
  21




---



##### Table of Contents



14. Commitments and Contingencies
 General.
 Saipem.
  22




---



##### Table of Contents



Brazilian Tax Assessments.
   15. Segment Information
  SubseaTrenchingSubsea
    
    
    and
    
    
    Towing andServices
    
    
    Protection
    
    
    Supply
    
    
    Corporate
    
    
    Total(In thousands)Three Months Ended:March 31, 2010Revenues from Unaffiliated Customers
    
    $
    55,630
    
    
    $
    21,795
    
    
    $
    18,289
    
    
    $
    
    
    
    $
    95,714Intersegment Revenues
    
    
    1,034
    
    
    
    
    
    
    
    2,260
    
    
    
    
    
    
    
    3,294Operating Loss
    
    
    (7,843
    )
    
    
    (1,989
    )
    
    
    (1,508
    )
    
    
    (7,106
    )
    
    
    (18,446
    )Loss Before Income Taxes
    
    
    (11,937
    )
    
    
    (3,322
    )
    
    
    (33,157
    )
    
    
    (7,273
    )
    
    
    (55,689
    )March 31, 2009Revenues from Unaffiliated Customers
    
    $
    58,647
    
    
    $
    26,050
    
    
    $
    37,122
    
    
    $
    
    
    
    $
    121,819Intersegment Revenues
    
    
    685
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    685Operating Loss
    
    
    (5,478
    )
    
    
    (3,236
    )
    
    
    (459
    )
    
    
    (6,998
    )
    
    
    (16,171
    )Income (Loss) Before Income Taxes and Noncontrolling Interests
    
    
    (7,509
    )
    
    
    (4,021
    )
    
    
    (64
    )
    
    
    (3,431
    )
    
    
    (15,025
    )
 23




---



##### Table of Contents



16. Recent Accounting Standards
  17. Supplemental Condensed Consolidating Financial Information
       24




---



##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2010
 ConsolidatedParent Guarantor
    
    
    Issuer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Trico Marine(Trico Marine
    
    
    (Trico
    
    
    Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    Services, Inc. andServices, Inc.)
    
    
    Shipping AS)
    
    
    Guarantors(1)
    
    
    Subsidiaries(2)
    
    
    Eliminations
    
    
    Subsidiaries)(in thousands, except per share amounts)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    10,994
    
    
    $
    16,765
    
    
    $
    4,206
    
    
    $
    
    
    
    $
    31,965Restricted cash
    
    
    
    
    
    
    
    
    
    
    1,562
    
    
    
    1,027
    
    
    
    
    
    
    
    2,589Accounts receivable, net
    
    
    
    
    
    
    13,983
    
    
    
    46,638
    
    
    
    26,952
    
    
    
    
    
    
    
    87,573Prepaid expenses and other current assets
    
    
    227
    
    
    
    426
    
    
    
    18,282
    
    
    
    (25
    )
    
    
    
    
    
    
    18,910Assets held for sale
    
    
    
    
    
    
    13,224
    
    
    
    
    
    
    
    693
    
    
    
    
    
    
    
    13,917Total current assets
    
    
    227
    
    
    
    38,627
    
    
    
    83,247
    
    
    
    32,853
    
    
    
    
    
    
    
    154,954Net property and equipment, net
    
    
    
    
    
    
    79,829
    
    
    
    555,928
    
    
    
    61,984
    
    
    
    
    
    
    
    697,741Intercompany receivables (debt and other payables)
    
    
    338,486
    
    
    
    (143,822
    )
    
    
    (307,514
    )
    
    
    112,850
    
    
    
    
    
    
    
    Intangible assets
    
    
    
    
    
    
    
    
    
    
    110,868
    
    
    
    
    
    
    
    
    
    
    
    110,868Other assets
    
    
    4,783
    
    
    
    3,614
    
    
    
    21,754
    
    
    
    6,857
    
    
    
    
    
    
    
    37,008Investments in subsidiaries
    
    
    17,161
    
    
    
    180,785
    
    
    
    (333,699
    )
    
    
    13,058
    
    
    
    135,752
    
    
    
    13,057Total assets
    
    $
    360,657
    
    
    $
    159,033
    
    
    $
    130,584
    
    
    $
    227,602
    
    
    $
    135,752
    
    
    $
    1,013,628LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    40,224
    
    
    $
    20,000
    
    
    $
    61
    
    
    $
    1,258
    
    
    $
    
    
    
    $
    61,543Accounts payable
    
    
    
    
    
    
    247
    
    
    
    31,872
    
    
    
    9,241
    
    
    
    
    
    
    
    41,360Accrued expenses
    
    
    373
    
    
    
    2,420
    
    
    
    55,933
    
    
    
    19,118
    
    
    
    
    
    
    
    77,844Accrued interest
    
    
    7,168
    
    
    
    20,108
    
    
    
    
    
    
    
    153
    
    
    
    
    
    
    
    27,429Income taxes payable
    
    
    134
    
    
    
    
    
    
    
    8,967
    
    
    
    1,293
    
    
    
    
    
    
    
    10,394Other current liabilities
    
    
    49
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49Total current liabilities
    
    
    47,948
    
    
    
    42,775
    
    
    
    96,833
    
    
    
    31,063
    
    
    
    
    
    
    
    218,619Long-term debt
    
    
    284,261
    
    
    
    386,460
    
    
    
    35
    
    
    
    4,637
    
    
    
    
    
    
    
    675,393Long-term derivative
    
    
    722
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    722Deferred income taxes
    
    
    
    
    
    
    63,098
    
    
    
    17,583
    
    
    
    
    
    
    
    
    
    
    
    80,681Other liabilities
    
    
    38
    
    
    
    396
    
    
    
    8,978
    
    
    
    1,113
    
    
    
    
    
    
    
    10,525Total liabilities
    
    
    332,969
    
    
    
    492,729
    
    
    
    123,429
    
    
    
    36,813
    
    
    
    
    
    
    
    985,940Commitments and contingenciesTotal equity
    
    
    27,688
    
    
    
    (333,696
    )
    
    
    7,155
    
    
    
    190,789
    
    
    
    135,752
    
    
    
    27,688Total liabilities and equity
    
    $
    360,657
    
    
    $
    159,033
    
    
    $
    130,584
    
    
    $
    227,602
    
    
    $
    135,752
    
    
    $
    1,013,628
 25




---



##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2010  (Continued)
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments(3)
    
    
    Trico Supply GroupASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,994
    
    
    $
    16,765
    
    
    $
    
    
    
    $
    27,759Restricted cash
    
    
    
    
    
    
    1,562
    
    
    
    
    
    
    
    1,562Accounts receivable, net
    
    
    13,983
    
    
    
    46,638
    
    
    
    
    
    
    
    60,621Prepaid expenses and other current assets
    
    
    426
    
    
    
    18,282
    
    
    
    
    
    
    
    18,708Assets held for sale
    
    
    13,224
    
    
    
    
    
    
    
    
    
    
    
    13,224Total current assets
    
    
    38,627
    
    
    
    83,247
    
    
    
    
    
    
    
    121,874Net property and equipment, net
    
    
    79,829
    
    
    
    555,928
    
    
    
    
    
    
    
    635,757Intercompany receivables (debt and other payables)
    
    
    (143,822
    )
    
    
    (307,514
    )
    
    
    (34,133
    )
    
    
    (485,469
    )Intangible assets
    
    
    
    
    
    
    110,868
    
    
    
    
    
    
    
    110,868Other assets
    
    
    3,614
    
    
    
    21,754
    
    
    
    6,884
    
    
    
    32,252Investments in subsidiaries
    
    
    180,785
    
    
    
    (333,699
    )
    
    
    152,914
    
    
    
    Total assets
    
    $
    159,033
    
    
    $
    130,584
    
    
    $
    125,665
    
    
    $
    415,282LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    20,000
    
    
    $
    61
    
    
    $
    
    
    
    $
    20,061Accounts payable
    
    
    247
    
    
    
    31,872
    
    
    
    
    
    
    
    32,119Accrued expenses
    
    
    2,420
    
    
    
    55,933
    
    
    
    
    
    
    
    58,353Accrued interest
    
    
    20,108
    
    
    
    
    
    
    
    
    
    
    
    20,108Income taxes payable
    
    
    
    
    
    
    8,967
    
    
    
    
    
    
    
    8,967Total current liabilities
    
    
    42,775
    
    
    
    96,833
    
    
    
    
    
    
    
    139,608Long-term debt
    
    
    386,460
    
    
    
    35
    
    
    
    
    
    
    
    386,495Deferred income taxes
    
    
    63,098
    
    
    
    17,583
    
    
    
    
    
    
    
    80,681Other liabilities
    
    
    396
    
    
    
    8,978
    
    
    
    
    
    
    
    9,374Total liabilities
    
    
    492,729
    
    
    
    123,429
    
    
    
    
    
    
    
    616,158Commitments and contingenciesTotal equity
    
    
    (333,696
    )
    
    
    7,155
    
    
    
    125,665
    
    
    
    (200,876
    )Total liabilities and equity
    
    $
    159,033
    
    
    $
    130,584
    
    
    $
    125,665
    
    
    $
    415,282
 
 (1)
    
    All subsidiaries of the Parent that are providing guarantees including Trico Holding LLC and Trico Marine Cayman L.P., Trico Supply AS, and
all subsidiaries below Trico Supply AS and Issuer.(2)
    
    All subsidiaries of the Parent that are not providing guarantees including Trico Marine Assets, Inc., Trico Marine Operators, Inc., Trico Servicios
Maritimos Ltda., Servicios de Apoyo Maritimo de Mexico, S. de R.L. de C.V.(3)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holding LLC that are not part of the Credit Group and investment in subsidiary
balances between Issuer and Subsidiary Guarantors. 26




---



##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2009
 ConsolidatedParent Guarantor
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Trico Marine(Trico Marine
    
    
    Issuer
    
    
    Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    Services, Inc. andServices, Inc.)
    
    
    (Trico Shipping AS)
    
    
    Guarantors(1)
    
    
    Subsidiaries(2)
    
    
    Eliminations
    
    
    Subsidiaries)(in thousands)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    2,617
    
    
    $
    37,573
    
    
    $
    12,791
    
    
    $
    
    
    
    $
    52,981Restricted cash
    
    
    
    
    
    
    
    
    
    
    2,853
    
    
    
    777
    
    
    
    
    
    
    
    3,630Accounts receivable, net
    
    
    
    
    
    
    7,184
    
    
    
    64,294
    
    
    
    27,122
    
    
    
    
    
    
    
    98,600Prepaid expenses and other current assets
    
    
    503
    
    
    
    
    
    
    
    18,006
    
    
    
    252
    
    
    
    
    
    
    
    18,761Assets held for sale
    
    
    
    
    
    
    12,945
    
    
    
    
    
    
    
    2,278
    
    
    
    
    
    
    
    15,223Total current assets
    
    
    503
    
    
    
    22,746
    
    
    
    122,726
    
    
    
    43,220
    
    
    
    
    
    
    
    189,195Net property and equipment, net
    
    
    
    
    
    
    81,524
    
    
    
    567,449
    
    
    
    79,184
    
    
    
    
    
    
    
    728,157Intercompany receivables (debt and other payables)
    
    
    339,476
    
    
    
    (138,531
    )
    
    
    (317,794
    )
    
    
    116,849
    
    
    
    
    
    
    
    Intangible assets
    
    
    
    
    
    
    
    
    
    
    116,471
    
    
    
    
    
    
    
    
    
    
    
    116,471Other assets
    
    
    5,504
    
    
    
    6,729
    
    
    
    20,688
    
    
    
    9,515
    
    
    
    
    
    
    
    42,436Investments in subsidiaries
    
    
    86,748
    
    
    
    169,285
    
    
    
    (312,485
    )
    
    
    
    
    
    
    56,452
    
    
    
    Total assets
    
    $
    432,231
    
    
    $
    141,753
    
    
    $
    197,055
    
    
    $
    248,768
    
    
    $
    56,452
    
    
    $
    1,076,259LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    31,240
    
    
    $
    20,087
    
    
    $
    
    
    
    $
    1,258
    
    
    $
    
    
    
    $
    52,585Accounts payable
    
    
    
    
    
    
    2,159
    
    
    
    32,834
    
    
    
    10,968
    
    
    
    
    
    
    
    45,961Accrued expenses
    
    
    472
    
    
    
    2,816
    
    
    
    68,886
    
    
    
    16,816
    
    
    
    
    
    
    
    88,990Accrued interest
    
    
    4,198
    
    
    
    8,442
    
    
    
    32
    
    
    
    66
    
    
    
    
    
    
    
    12,738Foreign taxes payable
    
    
    
    
    
    
    4,285
    
    
    
    309
    
    
    
    
    
    
    
    
    
    
    
    4,594Income taxes payable
    
    
    134
    
    
    
    
    
    
    
    8,124
    
    
    
    924
    
    
    
    
    
    
    
    9,182Other current liabilities
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104Total current liabilities
    
    
    36,148
    
    
    
    37,789
    
    
    
    110,185
    
    
    
    30,032
    
    
    
    
    
    
    
    214,154Long-term debt
    
    
    290,688
    
    
    
    385,972
    
    
    
    
    
    
    
    4,652
    
    
    
    
    
    
    
    681,312Long-term derivative
    
    
    6,003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,003Foreign taxes payable
    
    
    
    
    
    
    30,376
    
    
    
    1,510
    
    
    
    
    
    
    
    
    
    
    
    31,886Deferred income taxes
    
    
    
    
    
    
    (375
    )
    
    
    19,594
    
    
    
    
    
    
    
    
    
    
    
    19,219Other liabilities
    
    
    79
    
    
    
    476
    
    
    
    9,314
    
    
    
    1,488
    
    
    
    
    
    
    
    11,357Total liabilities
    
    
    332,918
    
    
    
    454,238
    
    
    
    140,603
    
    
    
    36,172
    
    
    
    
    
    
    
    963,931Commitments and contingenciesTotal equity
    
    
    99,313
    
    
    
    (312,485
    )
    
    
    56,452
    
    
    
    212,596
    
    
    
    56,452
    
    
    
    112,328Total liabilities and equity
    
    $
    432,231
    
    
    $
    141,753
    
    
    $
    197,055
    
    
    $
    248,768
    
    
    $
    56,452
    
    
    $
    1,076,259
 27




---



##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2009  (Continued)
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments(3)
    
    
    Trico Supply GroupASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,617
    
    
    $
    37,573
    
    
    $
    
    
    
    $
    40,190Restricted cash
    
    
    
    
    
    
    2,853
    
    
    
    
    
    
    
    2,853Accounts receivable, net
    
    
    7,184
    
    
    
    64,294
    
    
    
    
    
    
    
    71,478Prepaid expenses and other current assets
    
    
    
    
    
    
    18,006
    
    
    
    
    
    
    
    18,006Assets held for sale
    
    
    12,945
    
    
    
    
    
    
    
    
    
    
    
    12,945Total current assets
    
    
    22,746
    
    
    
    122,726
    
    
    
    
    
    
    
    145,472Net property and equipment, net
    
    
    81,524
    
    
    
    567,449
    
    
    
    
    
    
    
    648,973Intercompany receivables (debt and other payables)
    
    
    (138,531
    )
    
    
    (317,794
    )
    
    
    (34,133
    )
    
    
    (490,458
    )Intangible assets
    
    
    
    
    
    
    116,471
    
    
    
    
    
    
    
    116,471Other assets
    
    
    6,729
    
    
    
    20,688
    
    
    
    9,542
    
    
    
    36,959Investments in subsidiaries
    
    
    169,285
    
    
    
    (312,485
    )
    
    
    143,200
    
    
    
    Total assets
    
    $
    141,753
    
    
    $
    197,055
    
    
    $
    118,609
    
    
    $
    457,417LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    20,087
    
    
    $
    
    
    
    $
    
    
    
    $
    20,087Accounts payable
    
    
    2,159
    
    
    
    32,834
    
    
    
    
    
    
    
    34,993Accrued expenses
    
    
    2,816
    
    
    
    68,886
    
    
    
    
    
    
    
    71,702Accrued interest
    
    
    8,442
    
    
    
    32
    
    
    
    
    
    
    
    8,474Foreign taxes payable
    
    
    4,285
    
    
    
    309
    
    
    
    
    
    
    
    4,594Income taxes payable
    
    
    
    
    
    
    8,124
    
    
    
    
    
    
    
    8,124Total current liabilities
    
    
    37,789
    
    
    
    110,185
    
    
    
    
    
    
    
    147,974Long-term debt
    
    
    385,972
    
    
    
    
    
    
    
    
    
    
    
    385,972Foreign taxes payable
    
    
    30,376
    
    
    
    1,510
    
    
    
    
    
    
    
    31,886Deferred income taxes
    
    
    (375
    )
    
    
    19,594
    
    
    
    
    
    
    
    19,219Other liabilities
    
    
    476
    
    
    
    9,314
    
    
    
    
    
    
    
    9,790Total liabilities
    
    
    454,238
    
    
    
    140,603
    
    
    
    
    
    
    
    594,841Commitments and contingenciesTotal equity
    
    
    (312,485
    )
    
    
    56,452
    
    
    
    118,609
    
    
    
    (137,424
    )Total liabilities and equity
    
    $
    141,753
    
    
    $
    197,055
    
    
    $
    118,609
    
    
    $
    457,417
 
 (1)
    
    All subsidiaries of the Parent that are providing guarantees including Trico Holdco LLC and Trico Marine Cayman L.P., Trico Supply AS, and
all subsidiaries below Trico Supply AS and Issuer.(2)
    
    All subsidiaries of the Parent that are not providing guarantees including Trico Marine Assets, Inc., Trico Marine Operators, Inc., Trico Servicios
Maritimos Ltda., Servicios de Apoyo Maritimo de Mexico, S. de R.L. de C.V.(3)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holding LLC that are not part of the Credit Group and investment in subsidiary
balances between Issuer and Subsidiary Guarantors. 28




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2010
 ConsolidatedParent Guarantor
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Trico Marine(Trico Marine
    
    
    Issuer
    
    
    Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    Services, Inc. andServices, Inc.)
    
    
    (Trico Shipping AS)
    
    

Guarantors(1)
    
    
    Subsidiaries(2)
    
    
    Eliminations
    
    
    Subsidiaries)(in thousands, except per share amounts)Revenues
    
    $
    
    
    
    $
    9,332
    
    
    $
    73,309
    
    
    $
    13,628
    
    
    $
    (555
    )
    
    $
    95,714Operating expenses:Direct operating expenses
    
    
    
    
    
    
    6,330
    
    
    
    62,849
    
    
    
    10,530
    
    
    
    (555
    )
    
    
    79,154General and administrative
    
    
    1,005
    
    
    
    506
    
    
    
    8,246
    
    
    
    8,300
    
    
    
    
    
    
    
    18,057Depreciation and amortization
    
    
    
    
    
    
    2,256
    
    
    
    13,562
    
    
    
    1,995
    
    
    
    
    
    
    
    17,813(Gain) loss on sales of assets
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    (1,019
    )
    
    
    
    
    
    
    (864
    )Total operating expenses
    
    
    1,005
    
    
    
    9,247
    
    
    
    84,657
    
    
    
    19,806
    
    
    
    (555
    )
    
    
    114,160Operating income (loss)
    
    
    (1,005
    )
    
    
    85
    
    
    
    (11,348
    )
    
    
    (6,178
    )
    
    
    
    
    
    
    (18,446
    )Interest expense, net of amounts capitalized
    
    
    (8,828
    )
    
    
    (16,196
    )
    
    
    (3,436
    )
    
    
    (174
    )
    
    
    6,280
    
    
    
    (22,354
    )Interest income
    
    
    1,897
    
    
    
    2,840
    
    
    
    968
    
    
    
    1,504
    
    
    
    (6,280
    )
    
    
    929Unrealized
gain on mark-to-market of embedded derivative
    
    
    5,281
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,281Other income
(expense), net
(3)
    
    
    
    
    
    
    (13,313
    )
    
    
    (6,217
    )
    
    
    (1,569
    )
    
    
    
    
    
    
    (21,099
    )Equity income (loss) in investees, net of tax
    
    
    (75,894
    )
    
    
    (2,039
    )
    
    
    (47,800
    )
    
    
    
    
    
    
    125,733
    
    
    
    Income (loss) before income taxes
    
    
    (78,549
    )
    
    
    (28,623
    )
    
    
    (67,833
    )
    
    
    (6,417
    )
    
    
    125,733
    
    
    
    (55,689
    )Income tax expense (benefit)
    
    
    
    
    
    
    21,216
    
    
    
    (1,045
    )
    
    
    2,689
    
    
    
    
    
    
    
    22,860Net income (loss) attributable to the respective entity
    
    $
    (78,549
    )
    
    $
    (49,839
    )
    
    $
    (66,788
    )
    
    $
    (9,106
    )
    
    $
    125,733
    
    
    $
    (78,549
    )
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments(4)
    
    
    Trico Supply GroupRevenues
    
    $
    9,332
    
    
    $
    73,309
    
    
    $
    
    
    
    $
    82,641Operating expenses:Direct operating expenses
    
    
    6,330
    
    
    
    62,849
    
    
    
    
    
    
    
    69,179General and administrative
    
    
    506
    
    
    
    8,246
    
    
    
    
    
    
    
    8,752Depreciation and amortization
    
    
    2,256
    
    
    
    13,562
    
    
    
    
    
    
    
    15,818Gain on sales of assets
    
    
    155
    
    
    
    
    
    
    
    
    
    
    
    155Total operating expenses
    
    
    9,247
    
    
    
    84,657
    
    
    
    
    
    
    
    93,904Operating income (loss)
    
    
    85
    
    
    
    (11,348
    )
    
    
    
    
    
    
    (11,263
    )Interest expense, net of amounts capitalized
    
    
    (16,196
    )
    
    
    (3,436
    )
    
    
    (306
    )
    
    
    (19,938
    )Interest income
    
    
    2,840
    
    
    
    968
    
    
    
    
    
    
    
    3,808Other income (expense), net
    
    
    (13,313
    )
    
    
    (6,217
    )
    
    
    
    
    
    
    (19,530
    )Equity income (loss) in investees, net of tax
    
    
    (2,039
    )
    
    
    (47,800
    )
    
    
    49,839
    
    
    
    Income (loss) before income taxes
    
    
    (28,623
    )
    
    
    (67,833
    )
    
    
    49,533
    
    
    
    (46,923
    )Income tax
expense (benefit)
    
    
    21,216
    
    
    
    (1,045
    )
    
    
    
    
    
    
    20,171Net income (loss)
    
    $
    (49,839
    )
    
    $
    (66,788
    )
    
    $
    49,533
    
    
    $
    (67,094
    )
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees.(3)
    
    Non-Guarantor Subsidiaries include an equity method investment in Eastern Marine
Service Limited (EMSL).(4)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holdco, LLC that are
not part of the Trico Supply Group and equity income (loss) balances between Trico Shipping
and Subsidiary Guarantors. 29




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2009
 ConsolidatedParent Guarantor
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Trico Marine(Trico Marine
    
    
    Issuer
    
    
    Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    Services, Inc. andServices, Inc.)
    
    
    (Trico Shipping AS)
    
    

Guarantors(1)
    
    
    Subsidiaries(2)
    
    
    Eliminations
    
    
    Subsidiaries)(in thousands, except per share amounts)Revenues
    
    $
    
    
    
    $
    20,580
    
    
    $
    77,220
    
    
    $
    33,039
    
    
    $
    (9,020
    )
    
    $
    121,819Operating expenses:Direct operating expenses
    
    
    
    
    
    
    11,699
    
    
    
    69,407
    
    
    
    26,402
    
    
    
    (9,020
    )
    
    
    98,488General and administrative
    
    
    1,150
    
    
    
    236
    
    
    
    11,114
    
    
    
    8,939
    
    
    
    
    
    
    
    21,439Depreciation and amortization
    
    
    
    
    
    
    2,626
    
    
    
    11,314
    
    
    
    4,132
    
    
    
    
    
    
    
    18,072(Gain) loss on sales of assets
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    (9
    )Total operating expenses
    
    
    1,150
    
    
    
    14,561
    
    
    
    91,826
    
    
    
    39,473
    
    
    
    (9,020
    )
    
    
    137,990Operating income (loss)
    
    
    (1,150
    )
    
    
    6,019
    
    
    
    (14,606
    )
    
    
    (6,434
    )
    
    
    
    
    
    
    (16,171
    )Interest expense, net of amounts capitalized
    
    
    (9,103
    )
    
    
    (6,168
    )
    
    
    (2,293
    )
    
    
    (1,018
    )
    
    
    7,668
    
    
    
    (10,914
    )Interest income
    
    
    3,307
    
    
    
    128
    
    
    
    3,172
    
    
    
    2,133
    
    
    
    (7,668
    )
    
    
    1,072Unrealized gain on mark-to-market of embedded derivative
    
    
    939
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    939Gain on conversions of debt
    
    
    10,779
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,779Other income (expense), net
    
    
    
    
    
    
    (79
    )
    
    
    (732
    )
    
    
    81
    
    
    
    
    
    
    
    (730
    )Equity income (loss) in investees, net of tax
    
    
    (2,120
    )
    
    
    (3,633
    )
    
    
    18,646
    
    
    
    
    
    
    
    (12,893
    )
    
    
    Income (loss) before income taxes
    
    
    2,652
    
    
    
    (3,733
    )
    
    
    4,187
    
    
    
    (5,238
    )
    
    
    (12,893
    )
    
    
    (15,025
    )Income tax expense (benefit)
    
    
    3,399
    
    
    
    (18,743
    )
    
    
    (8,710
    )
    
    
    9,026
    
    
    
    
    
    
    
    (15,028
    )Net income (loss)
    
    
    (747
    )
    
    
    15,010
    
    
    
    12,897
    
    
    
    (14,264
    )
    
    
    (12,893
    )
    
    
    3Less: Net (income) loss attributable to noncontrolling interest (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (750
    )
    
    
    
    
    
    
    (750
    )Net income (loss) attributable to the respective entity
    
    $
    (747
    )
    
    $
    15,010
    
    
    $
    12,897
    
    
    $
    (15,014
    )
    
    $
    (12,893
    )
    
    $
    (747
    )
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments(4)
    
    
    Trico Supply GroupRevenues
    
    $
    20,580
    
    
    $
    77,220
    
    
    $
    
    
    
    $
    97,800Operating expenses:Direct operating expenses
    
    
    11,699
    
    
    
    69,407
    
    
    
    
    
    
    
    81,106General and administrative
    
    
    236
    
    
    
    11,114
    
    
    
    
    
    
    
    11,350Depreciation and amortization
    
    
    2,626
    
    
    
    11,314
    
    
    
    
    
    
    
    13,940Gain on sales of assets
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    (9
    )Total operating expenses
    
    
    14,561
    
    
    
    91,826
    
    
    
    
    
    
    
    106,387Operating income (loss)
    
    
    6,019
    
    
    
    (14,606
    )
    
    
    
    
    
    
    (8,587
    )Interest expense, net of amounts capitalized
    
    
    (6,168
    )
    
    
    (2,293
    )
    
    
    (448
    )
    
    
    (8,909
    )Interest income
    
    
    128
    
    
    
    3,172
    
    
    
    
    
    
    
    3,300Other income (expense), net
    
    
    (79
    )
    
    
    (732
    )
    
    
    
    
    
    
    (811
    )Equity income (loss) in investees, net of tax
    
    
    (3,633
    )
    
    
    18,646
    
    
    
    (15,013
    )
    
    
    Income (loss) before income taxes
    
    
    (3,733
    )
    
    
    4,187
    
    
    
    (15,461
    )
    
    
    (15,007
    )Income tax expense (benefit)
    
    
    (18,743
    )
    
    
    (8,710
    )
    
    
    
    
    
    
    (27,453
    )Net income (loss)
    
    $
    15,010
    
    
    $
    12,897
    
    
    $
    (15,461
    )
    
    $
    12,446
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees.(3)
    
    Non-Guarantor Subsidiaries include a noncontrolling interest in EMSL.(4)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holdco, LLC that are
not part of the Trico Supply Group and equity income (loss) balances between Trico Shipping
and Subsidiary Guarantors. 30




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
THREE MONTHS ENDED MARCH 31, 2010
 ConsolidatedParent Guarantor
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Trico Marine(Trico Marine
    
    
    Issuer
    
    
    Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    Services, Inc. andServices, Inc.)
    
    
    (Trico Shipping AS)
    
    
    Guarantors(1)
    
    
    Subsidiaries(2)
    
    
    Eliminations
    
    
    Subsidiaries)(in thousands)Net cash
provided by (used in) operating activities
    
    $
    197
    
    
    $
    (15,684
    )
    
    $
    15,272
    
    
    $
    (3,810
    )
    
    
    
    
    
    $
    (4,025
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (3
    )
    
    
    (11
    )
    
    
    (14,591
    )
    
    
    (247
    )
    
    
    
    
    
    
    (14,852
    )Proceeds from sales of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,800
    
    
    
    
    
    
    
    2,800Return on equity investment in investee
    
    
    2,219
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,219
    )
    
    
    Dividend
from unconsolidated affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    980
    
    
    
    
    
    
    
    980Investment in unconsolidated affilates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,839
    )
    
    
    
    
    
    
    (5,839
    )Decrease (increase) in restricted cash
    
    
    
    
    
    
    
    
    
    
    1,248
    
    
    
    (250
    )
    
    
    
    
    
    
    998Net cash provided by (used in) investing activities
    
    
    2,216
    
    
    
    (11
    )
    
    
    (13,343
    )
    
    
    (2,556
    )
    
    
    (2,219
    )
    
    
    (15,913
    )Cash flows from financing activities:Repayments of revolving credit facilities
    
    
    (168
    )
    
    
    
    
    
    
    (38
    )
    
    
    
    
    
    
    
    
    
    
    (206
    )Borrowings (repayments) on debt between subsidiaries, net
    
    
    1,500
    
    
    
    8,000
    
    
    
    (9,500
    )
    
    
    
    
    
    
    
    
    
    
    Capital contributions
    
    
    (3,745
    )
    
    
    16,316
    
    
    
    (12,571
    )
    
    
    
    
    
    
    
    
    
    
    Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,219
    )
    
    
    2,219
    
    
    
    Net cash provided by (used in) financing activities
    
    
    (2,413
    )
    
    
    24,316
    
    
    
    (22,109
    )
    
    
    (2,219
    )
    
    
    2,219
    
    
    
    (206
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    (244
    )
    
    
    (628
    )
    
    
    
    
    
    
    
    
    
    
    (872
    )Net increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    8,377
    
    
    
    (20,808
    )
    
    
    (8,585
    )
    
    
    
    
    
    
    (21,016
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    2,617
    
    
    
    37,573
    
    
    
    12,791
    
    
    
    
    
    
    
    52,981Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    10,994
    
    
    $
    16,765
    
    
    $
    4,206
    
    
    $
    
    
    
    $
    31,965
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors(1)
    
    
    Credit GroupNet cash
provided by (used in) operating activities
    
    $
    (15,684
    )
    
    $
    15,272
    
    
    $
    (412
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (11
    )
    
    
    (14,591
    )
    
    
    (14,602
    )Decrease (increase) in restricted cash
    
    
    
    
    
    
    1,248
    
    
    
    1,248Net cash provided by (used in) investing activities
    
    
    (11
    )
    
    
    (13,343
    )
    
    
    (13,354
    )Cash flows from financing activities:Repayments
of revolving credit facilities
    
    
    
    
    
    
    (38
    )
    
    
    (38
    )Borrowings (repayments) on debt between subsidiaries, net
    
    
    8,000
    
    
    
    (9,500
    )
    
    
    (1,500
    )Capital contributions
    
    
    16,316
    
    
    
    (12,571
    )
    
    
    3,745Net cash provided by (used in) financing activities
    
    
    24,316
    
    
    
    (22,109
    )
    
    
    2,207Effect of exchange rate changes on cash and cash equivalents
    
    
    (244
    )
    
    
    (628
    )
    
    
    (872
    )Net increase (decrease) in cash and cash equivalents
    
    
    8,377
    
    
    
    (20,808
    )
    
    
    (12,431
    )Cash and cash equivalents at beginning of period
    
    
    2,617
    
    
    
    37,573
    
    
    
    40,190Cash and cash equivalents at end of period
    
    $
    10,994
    
    
    $
    16,765
    
    
    $
    27,759
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees. 31




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
THREE MONTHS ENDED MARCH 31, 2009
 ConsolidatedParent Guarantor
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Trico Marine(Trico Marine
    
    
    Issuer
    
    
    Subsidiary
    
    
    Non-Guarantor
    
    
    
    
    
    
    Services, Inc. andServices, Inc.)
    
    
    (Trico Shipping AS)
    
    
    Guarantors(1)
    
    

Subsidiaries(2)
    
    
    Eliminations
    
    
    Subsidiaries)(in thousands)Net cash
provided by (used in) operating activities
    
    $
    5,412
    
    
    $
    11,994
    
    
    $
    (18,851
    )
    
    $
    (13,973
    )
    
    $
    
    
    
    $
    (15,418
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (360
    )
    
    
    (1,196
    )
    
    
    (17,105
    )
    
    
    (896
    )
    
    
    
    
    
    
    (19,557
    )Proceeds from sales of assets
    
    
    
    
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    
    
    
    
    155Return on equity investment in investee
    
    
    9,898
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,898
    )
    
    
    Decrease (increase) in restricted cash
    
    
    
    
    
    
    
    
    
    
    897
    
    
    
    (238
    )
    
    
    
    
    
    
    659Net cash provided by (used in) investing activities
    
    
    9,538
    
    
    
    (1,196
    )
    
    
    (16,053
    )
    
    
    (1,134
    )
    
    
    (9,898
    )
    
    
    (18,743
    )Cash flows from financing activities:Borrowings
(repayments) of revolving credit facilities
    
    
    (14,950
    )
    
    
    (12,457
    )
    
    
    14,936
    
    
    
    15,000
    
    
    
    
    
    
    
    2,529Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,898
    )
    
    
    9,898
    
    
    
    Contribution
(dividend) from noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    2,284
    
    
    
    (6,120
    )
    
    
    
    
    
    
    (3,836
    )Net cash provided by (used in) financing activities
    
    
    (14,950
    )
    
    
    (12,457
    )
    
    
    17,220
    
    
    
    (1,018
    )
    
    
    9,898
    
    
    
    (1,307
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    340
    
    
    
    1,019
    
    
    
    
    
    
    
    
    
    
    
    1,359Net increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    (1,319
    )
    
    
    (16,665
    )
    
    
    (16,125
    )
    
    
    
    
    
    
    (34,109
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    16,355
    
    
    
    48,133
    
    
    
    30,125
    
    
    
    
    
    
    
    94,613Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    15,036
    
    
    $
    31,468
    
    
    $
    14,000
    
    
    $
    
    
    
    $
    60,504
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors(1)
    
    
    Credit GroupNet cash
provided by (used in) operating activities
    
    $
    11,994
    
    
    $
    (18,851
    )
    
    $
    (6,857
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (1,196
    )
    
    
    (17,105
    )
    
    
    (18,301
    )Proceeds
from sales of assets
    
    
    
    
    
    
    155
    
    
    
    155Increase in restricted cash
    
    
    
    
    
    
    897
    
    
    
    897Net cash used in investing activities
    
    
    (1,196
    )
    
    
    (16,053
    )
    
    
    (17,249
    )Cash flows from financing activities:Borrowings
(repayments) of revolving credit facilities
    
    
    (12,457
    )
    
    
    14,936
    
    
    
    2,479Contribution
from noncontrolling interest
    
    
    
    
    
    
    2,284
    
    
    
    2,284Net cash provided by (used in) financing activities
    
    
    (12,457
    )
    
    
    17,220
    
    
    
    4,763Effect of exchange rate changes on cash and cash equivalents
    
    
    340
    
    
    
    1,019
    
    
    
    1,359Net decrease in cash and cash equivalents
    
    
    (1,319
    )
    
    
    (16,665
    )
    
    
    (17,984
    )Cash and cash equivalents at beginning of period
    
    
    16,355
    
    
    
    48,133
    
    
    
    64,488Cash and cash equivalents at end of period
    
    $
    15,036
    
    
    $
    31,468
    
    
    $
    46,504
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees. 18. Subsequent Events
 Asset Sales.
 Amendments to U.S. Credit Facility.
 32




---



##### Table of Contents



Delivery of Trico Star.
 Interest Payment on Senior Secured Notes.
 33




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Cautionary Statements Regarding Forward-Looking Statements
  
    
    our ability to continue as a going concern
    
    our ability to continue to make payments when due, and to comply with our obligations, under
our credit facilities and our other indebtedness;
    
    our objectives, business plans or strategies, and projected or anticipated benefits or other
consequences of such plans or strategies;
    
    our ability to obtain adequate financing on a timely basis and on acceptable terms;
    
    projections involving revenues, operating results or cash provided from operations, or our
anticipated capital expenditures or other capital projects;
    
    overall demand for and pricing of our vessels;
    
    changes in the level of oil and natural gas exploration and development;
    
    our ability to successfully or timely complete our various vessel construction projects;
    
    further reductions in capital spending budgets by customers;
    
    further declines in oil and natural gas prices;
    
    projected or anticipated benefits from acquisitions;
    
    increases in operating costs;
    
    the inability to accurately predict vessel utilization levels and day rates;
    
    variations in global business and economic conditions;
    
    the results, timing, outcome or effect of pending or potential litigation and our intentions
or expectations with respect thereto and the availability of insurance coverage in connection
therewith; and
    
    our ability to repatriate cash from foreign operations if and when needed.
  34




---



##### Table of Contents



Immediate Risks and Uncertainties
    Overview
   35




---



##### Table of Contents



Our Outlook
   Reduce our debt level and carefully manage liquidity and cash flow .
  
    
    We have engaged a financial advisor and are  pursuing measures to improve liquidity and our
capital structure and are  in active discussions with various parties regarding potential
transactions, including replacing our  current U.S. Credit Facility and  modifying
 the existing 8.125% Debentures to, among other things, defer amortization
payments. We may need to, or as a result of those discussions, may choose to, avail ourselves
of the 30-day grace period with respect to the approximately $8 million interest payment due
on May 15, 2010 on our 8.125% Debentures. Our  use of the grace period would not
constitute an event of default under the indenture governing the 8.125% debentures. Please see Risk Factors
 in our 2009 Form 10-K and below in Part II, Item 1A.
    
    We are conserving cash by minimizing capital expenditures and managing working capital.
    
    We are pursuing the sale of additional vessels and other assets.
 36




---



##### Table of Contents



Maximize our vessel utilization and our service spreads.
 Reduce exposure to a declining offshore towing and supply vessel business.
 Expand our presence in additional subsea services markets.
 Invest in growth of our subsea fleet. Trico Star Trico Service Trico Sea
 37




---



##### Table of Contents



Market Outlook Demand for our Vessels and Services
  Subsea Services.
 Subsea Protection and Trenching.
 Towing and Supply.
 Other Items
 Asset Sales.
 Non-GAAP Financial Measures
    38




---



##### Table of Contents



Three Months Ended March 31,2010
    
    
    2009Adjusted EBITDA
    
    $
    (1,086
    )
    
    $
    3,109Depreciation and Amortization
    
    
    (17,813
    )
    
    
    (18,072
    )Stock-Based Compensation
    
    
    (411
    )
    
    
    (724
    )Gain on Sale of Assets
    
    
    864
    
    
    
    9Provision for Doubtful Accounts
    
    
    
    
    
    
    (493
    )Operating Loss
    
    $
    (18,446
    )
    
    $
    (16,171
    )
 Results of Operations
  Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues:Subsea services
    
    $
    55,630
    
    
    $
    58,647
    
    
    $
    (3,017
    )
    
    
    (5
    )%Subsea trenching and protection
    
    
    21,795
    
    
    
    26,050
    
    
    
    (4,255
    )
    
    
    (16
    )%Towing & supply
    
    
    18,289
    
    
    
    37,122
    
    
    
    (18,833
    )
    
    
    (51
    )%Total revenues
    
    
    95,714
    
    
    
    121,819
    
    
    
    (26,105
    )
    
    
    (21
    )%Operating income (loss):Subsea services
    
    
    (7,843
    )
    
    
    (5,478
    )
    
    
    (2,365
    )
    
    
    43
    %Subsea trenching and protection
    
    
    (1,989
    )
    
    
    (3,236
    )
    
    
    1,247
    
    
    
    (39
    )%Towing & supply
    
    
    (1,508
    )
    
    
    (459
    )
    
    
    (1,049
    )
    
    
    229
    %Corporate
    
    
    (7,106
    )
    
    
    (6,998
    )
    
    
    (108
    )
    
    
    2
    %Total operating loss
    
    
    (18,446
    )
    
    
    (16,171
    )
    
    
    (2,275
    )
    
    
    14
    %Equity in net loss of investee
    
    
    (1,824
    )
    
    
    
    
    
    
    (1,824
    )
    
    
    100
    %Interest income
    
    
    929
    
    
    
    1,072
    
    
    
    (143
    )
    
    
    (13
    )%Interest expense, net of amounts capitalized
    
    
    (22,354
    )
    
    
    (10,914
    )
    
    
    (11,440
    )
    
    
    105
    %Unrealized gain on mark-to-market of embedded derivative
    
    
    5,281
    
    
    
    939
    
    
    
    4,342
    
    
    
    462
    %Gain on conversions of debt
    
    
    
    
    
    
    10,779
    
    
    
    (10,779
    )
    
    
    (100
    )%Foreign exchange loss
    
    
    (19,455
    )
    
    
    (393
    )
    
    
    (19,062
    )
    
    
    4,850
    %Other income (expense), net
    
    
    180
    
    
    
    (337
    )
    
    
    517
    
    
    
    (153
    )%Loss before income taxes
    
    
    (55,689
    )
    
    
    (15,025
    )
    
    
    (40,664
    )
    
    
    271
    %Income tax (benefit) expense
    
    
    22,860
    
    
    
    (15,028
    )
    
    
    37,888
    
    
    
    (252
    )%Net income (loss)
    
    
    (78,549
    )
    
    
    3
    
    
    
    (78,552
    )
    
    
    (2,618,400
    )%Less: Net income attributable to the noncontrolling interest
    
    
    
    
    
    
    (750
    )
    
    
    750
    
    
    
    (100
    )%Net loss attributable to Trico Marine Services, Inc.
    
    $
    (78,549
    )
    
    $
    (747
    )
    
    $
    (77,802
    )
    
    
    10,415
    %
 39




---



##### Table of Contents



Three Months EndedMarch 31,2010
    
    2009Average Day Rates:Towing and SupplyNorth Sea Class (1)
    
    $
    14,298
    
    
    $
    19,206OSVs (2)
    
    
    8,966
    
    
    
    7,168Utilization:SubseaMSVs (3)
    
    
    71
    %
    
    
    73
    %SPSVs/MPSVs (4)
    
    
    59
    %
    
    
    68
    %Subsea Trenching and Protection
    
    
    51
    %
    
    
    90
    %Towing and SupplyNorth Sea Class
    
    
    94
    %
    
    
    81
    %OSVs
    
    
    63
    %
    
    
    67
    %Average number of Vessels:SubseaMSVs
    
    
    8.0
    
    
    
    9.1SPSVs/MPSVs (5)
    
    
    6.0
    
    
    
    7.0Subsea Trenching and Protection
    
    
    4.0
    
    
    
    3.5Towing and SupplyNorth Sea Class (5)
    
    
    6.0
    
    
    
    13.0OSVs (5)
    
    
    17.0
    
    
    
    38.0
 
 (1)
    
    Anchor handling, towing and supply vessels and platform supply vessels(2)
    
    Offshore supply vessels(3)
    
    Multi-purpose vessels(4)
    
    Subsea platform supply vessels/Multi-purpose platform supply vessels(5)
    
    As a result of the EMSL deconsolidation, the number of vessels decreased. Including
the EMSL vessels, our average number of vessels would have been 7.0, 9.0 and 24.5 for
SPSVs/MPSVs, the North Sea Class and OSVs, respectively. Overall Results
  40




---



##### Table of Contents



Segment Results
 Subsea Services
 Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(in thousands, except percentages)Revenues
    
    $
    55,630
    
    
    $
    58,647
    
    
    $
    (3,017
    )
    
    
    (5
    %)Operating expenses:Direct operating expenses
    
    
    49,098
    
    
    
    51,240
    
    
    
    (2,142
    )
    
    
    (4
    %)General and administrative
    
    
    4,744
    
    
    
    4,335
    
    
    
    409
    
    
    
    9
    %Depreciation and amortization
    
    
    9,755
    
    
    
    8,550
    
    
    
    1,205
    
    
    
    14
    %Loss on sale of assets
    
    
    (124
    )
    
    
    
    
    
    
    (124
    )
    
    
    100
    %Total operating expenses
    
    
    63,473
    
    
    
    64,125
    
    
    
    (652
    )
    
    
    (1
    %)Operating loss
    
    $
    (7,843
    )
    
    $
    (5,478
    )
    
    $
    (2,365
    )
    
    
    43
    %
 Deep Endeavour
 Subsea Trenching and Protection
 Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(in thousands, except percentages)Revenues
    
    $
    21,795
    
    
    $
    26,050
    
    
    $
    (4,255
    )
    
    
    (16
    %)Operating expenses:Direct operating expenses
    
    
    16,354
    
    
    
    20,436
    
    
    
    (4,082
    )
    
    
    (20
    %)General and administrative
    
    
    3,016
    
    
    
    4,663
    
    
    
    (1,647
    )
    
    
    (35
    %)Depreciation and amortization
    
    
    4,414
    
    
    
    4,194
    
    
    
    220
    
    
    
    5
    %Gain on sale of assets
    
    
    
    
    
    
    (7
    )
    
    
    7
    
    
    
    (100
    %)Total operating expenses
    
    
    23,784
    
    
    
    29,286
    
    
    
    (5,502
    )
    
    
    (19
    %)Operating loss
    
    $
    (1,989
    )
    
    $
    (3,236
    )
    
    $
    1,247
    
    
    
    (39
    %)
  41




---



##### Table of Contents



Towing and Supply
 Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(in thousands, except percentages)Revenues
    
    $
    18,289
    
    
    $
    37,122
    
    
    $
    (18,833
    )
    
    
    (51
    %)Operating expenses:Direct operating expenses
    
    
    13,702
    
    
    
    26,812
    
    
    
    (13,110
    )
    
    
    (49
    %)General and administrative
    
    
    3,490
    
    
    
    5,522
    
    
    
    (2,032
    )
    
    
    (37
    %)Depreciation and amortization
    
    
    3,345
    
    
    
    5,249
    
    
    
    (1,904
    )
    
    
    (36
    %)Gain on sales of assets
    
    
    (740
    )
    
    
    (2
    )
    
    
    (738
    )
    
    
    36,900
    %Total operating expenses
    
    
    19,797
    
    
    
    37,581
    
    
    
    (17,784
    )
    
    
    (47
    %)Operating loss
    
    $
    (1,508
    )
    
    $
    (459
    )
    
    $
    (1,049
    )
    
    
    229
    %
  Corporate
 Three Months Ended March 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(in thousands, except percentages)Operating expenses:General and administrative
    
    $
    6,807
    
    
    $
    6,919
    
    
    $
    (112
    )
    
    
    (2
    %)Depreciation and amortization
    
    
    299
    
    
    
    79
    
    
    
    220
    
    
    
    278
    %Total operating expenses
    
    
    7,106
    
    
    
    6,998
    
    
    
    108
    
    
    
    2
    %Operating loss
    
    $
    (7,106
    )
    
    $
    (6,998
    )
    
    $
    (108
    )
    
    
    2
    %
  Other Items
 Three Months Ended March 31,2010
    
    2009
    
    $ Change
    
    % Change(in thousands, except percentages)Equity in net loss of investee
    
    $
    (1,824
    )
    
    $
    
    
    
    
    (1,824
    )
    
    
    100
    %Interest income
    
    
    929
    
    
    
    1,072
    
    
    
    (143
    )
    
    
    (13
    %)Interest expense, net of amounts capitalized
    
    
    (22,354
    )
    
    
    (10,914
    )
    
    
    (11,440
    )
    
    
    105
    %Unrealized gain on mark-to-market of embedded derivative
    
    
    5,281
    
    
    
    939
    
    
    
    4,342
    
    
    
    462
    %Gain on conversions of debt
    
    
    
    
    
    
    10,779
    
    
    
    (10,779
    )
    
    
    (100
    %)Foreign exchange loss
    
    
    (19,455
    )
    
    
    (393
    )
    
    
    (19,062
    )
    
    
    4,850
    %Other income (expense), net
    
    
    180
    
    
    
    (337
    )
    
    
    517
    
    
    
    (153
    %)Income tax (benefit) expense
    
    
    22,860
    
    
    
    (15,028
    )
    
    
    37,888
    
    
    
    (252
    %)Net income attributable to the noncontrolling interest
    
    
    
    
    
    
    (750
    )
    
    
    750
    
    
    
    (100
    %)
 Equity in net loss of investee.
 42




---



##### Table of Contents



Interest expense, net of amounts capitalized.
 Unrealized gain on mark-to-market of embedded derivative.
 Gain on conversions of debt.
 Foreign exchange loss.
 Income tax (benefit) expense.
 Net income attributable to the noncontrolling interest.
 Liquidity and Capital Resources
 Overview
  43




---



##### Table of Contents



Liquidity Sufficiency
   44




---



##### Table of Contents



45




---



##### Table of Contents



Other Liquidity Items
  March 31, 2010
    
    
    December 31, 2009Current
    
    
    Long-Term
    
    
    Total
    
    
    Current
    
    
    Long-Term
    
    
    Total$50 million U.S. Revolving Credit Facility Agreement,
maturing in December 2011
    
    $
    11,298
    
    
    $
    
    
    
    $
    11,298
    
    
    $
    11,347
    
    
    $
    
    
    
    $
    11,347$202.8 million face amount, 8.125% Convertible Debentures,
net of unamortized discount of $11.2 million and $12.3 million as of March,
31, 2010 and December 31, 2009, respectively, interest payable semi-annually in arrears,
maturing on February 1, 2013
    
    
    28,926
    
    
    
    162,726
    
    
    
    191,652
    
    
    
    19,774
    
    
    
    170,696
    
    
    
    190,470$150.0 million face amount, 3% Senior Convertible
Debentures, net of unamortized discount of $28.5 million and
$30.0 million as of March 31,
2010 and December 31, 2009, respectively, interest payable semi-annually in arrears,
maturing on January 15, 2027
    
    
    
    
    
    
    121,535
    
    
    
    121,535
    
    
    
    
    
    
    
    119,992
    
    
    
    119,992$400.0 million face amount, 11.875% Senior Secured Notes,
net of unamortized discount of $13.5 million and $14.1 million as of March 31,
2010 and December 31, 2009, respectively, interest payable semi-annually in arrears,
maturing on November 1, 2014
    
    
    
    
    
    
    386,460
    
    
    
    386,460
    
    
    
    
    
    
    
    385,925
    
    
    
    385,925$33 million Working Capital Facility, maturing December 2011
    
    
    20,000
    
    
    
    
    
    
    
    20,000
    
    
    
    20,000
    
    
    
    
    
    
    
    20,0006.11% Notes, principal and interest due in 30 semi-annual
installments, maturing April 2014
    
    
    1,258
    
    
    
    4,399
    
    
    
    5,657
    
    
    
    1,258
    
    
    
    4,399
    
    
    
    5,657Insurance note
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    119Motor vehicle leases
    
    
    61
    
    
    
    35
    
    
    
    96
    
    
    
    87
    
    
    
    47
    
    
    
    134Fresh-start debt premium
    
    
    
    
    
    
    238
    
    
    
    238
    
    
    
    
    
    
    
    253
    
    
    
    253Total debt
    
    $
    61,543
    
    
    $
    675,393
    
    
    $
    736,936
    
    
    $
    52,585
    
    
    $
    681,312
    
    
    $
    733,897
  Facility
    
    Lender(s)
    
    Borrower
    
    Guarantor
    
    Financial Covenants8.125% Debentures
    
    Various
    
    Trico Marine Services, Inc.
    
    None
    
    No maintenance
covenants3% Debentures
    
    Various
    
    Trico Marine Services, Inc.
    
    None
    
    No maintenance
covenants6.11% Notes
    
    Various
    
    Trico Marine
International, Inc.
    
    Trico Marine
Services, Inc. and
U.S. Maritime
Administration
    
    No maintenance
covenantsSenior Secured Notes
    
    Various
    
    Trico Shipping AS
    
    Trico Supply and
subsidiaries, Trico
Marine Services
    
    No maintenance
covenantsTrico Shipping 
Working Capital 
Facility
    
    Nordea Bank Finland
PLC / Bayerische
Hypo  Und
Vereinsbank AG
(HVB)
    
    Trico Shipping AS
    
    Trico Supply and
subsidiaries, Trico
Marine Services
    
    No maintenance
covenantsU.S. Credit Facility
    
    Nordea Bank Finland
PLC / Bayerische
Hypo 
Und Vereinsbank AG
(HVB)
    
    Trico Marine Services, Inc.
    
    Trico Marine
Assets, Inc., Trico
Marine Operators,
Inc.
    
    (1), (2), (3), (4), (5)
 
 (1)
    
    Consolidated Net Worth  minimum net worth of Borrower. Consolidated Net Worth excludes (i)
impairment charges incurred in connection with the cancellation by Trico Subsea AS of the
contracts of construction and sale of four vessels in the fiscal quarter ending on December
31, 2009 and (ii) write-downs of goodwill and/or non-amortizing intangible assets.(2)
    
    Free Liquidity unrestricted cash and or unutilized loan commitments at Borrower must be at
least $5.0 million (excluding certain indirect and direct subsidiaries)(3)
    
    Consolidated Leverage Ratio: Net Debt to 12 month rolling EBITDA* less than or equal to
11.0:1 for the quarters ending March 31, 2010 and June 30, 2010, 10.0:1 for the quarter ending
September 30, 2010, 8.00:1 for the quarter ending December 31, 2010 and 7.00:1, 6.00:1,
5.00:1, for the quarters ending March 31, 2011, June 30, 2011, September 30, 2011 and
thereafter, respectively. Calculated at the Borrower level(4)
    
    Maintenance Capital Expenditures  limits the amount of maintenance capital expenditures in
any given fiscal year(5)
    
    Collateral coverage  appraised value of collateral (vessels) must exceed 120% of amount
outstanding and amount available*
    
    EBITDA is defined in (3) above as Consolidated Net Income attributable to Trico Marine
Services, Inc. before deducting there from: (i) interest expense, (ii) provisions for taxes
based on income included in Consolidated Net Income attributable to Trico Marine Services,
Inc., (iii) any and all non-cash gains or losses in connection with embedded derivatives
related to the 46




---



##### Table of Contents



8.125% Debentures, and (iv) amortization and depreciation without giving any
effect to (x) any extraordinary gains or extraordinary non-cash losses and (y) any gains or
losses from sales of assets other than the sale of inventory in the ordinary course of
business. Prior to December 31, 2009, pro-forma adjustments shall be made for any vessels
delivered during the period as if such vessels were acquired or delivered on the first day of
the relevant 12 month test period. Calculated at the Borrowers level. Note:
    
    Other covenant related definitions are defined in the respective credit agreements as
previously filed with the SEC.
  Minimum
    
    
    
    MinimumRequirement as
    
    
    
    Requirement to be metFinancial
    
    of March 31,
    
    March 31, 2010
    
    on June 30,Facility
    
    Covenant
    
    2010
    
    Results
    
    2010U.S. Credit Facility
    
    Consolidated Leverage Ratio
    
    Net Debt to 12
month rolling
EBITDA less than or
equal to 11.0:1
    
    13.6:1
    
    Net Debt to 12 month
rolling EBITDA less
than or equal to
11.0:1U.S. Credit Facility
    
    Consolidated Net Worth
    
    Net Worth must
exceed $311.1
million (equal to
80% of net worth on
commencement date)
plus 100% of the
face amount of any
equity interests
issued by the
Borrower after the
Original Effective
Date (equal to
$100.6 million)
    
    $420.9 million
    
    Net Worth must
exceed $311.1
million (equal to
80% of net worth on
commencement date)
plus 100% of the
face amount of any
equity interests
issued by the
Borrower after the
Original Effective
DateU.S. Credit Facility
    
    Free Liquidity
    
    $5.0 million
    
    $9.9 million
    
    $5.0 million
    Cross
Default and Cross Acceleration Provisions.
 
    
    The 8.125% Debentures and the 3% Debentures contain provisions where the debt holders may
declare an event of default and require immediate repayment if repayment of certain other
indebtedness in a principal amount in excess of $30 million or its foreign currency
equivalent has been accelerated and not remedied within 30 days after notice thereof.
 47




---



##### Table of Contents




    
    The U.S. Credit Facility allows the lenders to accelerate such indebtedness and require
immediate repayment if we or any of our subsidiaries were to be in default on more than $10
million in other indebtedness, the effect of which is to cause or permit the holders of such
indebtedness to cause (without regard to any notice) any such indebtedness to become due
prior to its stated maturity or if there is an event of default under the Trico Shipping
Working Capital Facility or the Senior Secured Notes.
    
    The Senior Secured Notes allow the lenders to accelerate such indebtedness if there is a
default on other indebtedness and that default: (i) is caused by a failure to make any
payment when due at the final maturity of such indebtedness; or (ii) results in the
acceleration of such indebtedness prior to its express maturity, and, in each case, the
principal (or face) amount of any such indebtedness, together with the principal (or face)
amount of any other indebtedness with respect to which an event described herein has
occurred, aggregates $20.0 million or more. The lenders may also accelerate such
indebtedness if there is a default under the Trico Shipping Working Capital Facility which
is caused by a failure to make any payment when due at final maturity or results in the
acceleration of such indebtedness prior to its express maturity.
    
    The Trico Shipping Working Capital Facility allows the lenders to accelerate such
indebtedness and require immediate repayment if there is an event of default under the U.S.
Credit Facility that is continuing or if we or any of our subsidiaries were to be in default
on more than $10 million in other indebtedness, including the Senior Secured Notes, the
effect of which is to cause or permit the holders of such indebtedness (or trustee or agent
on their behalf) to cause (without regard to any notice) any such indebtedness to become due
prior to its stated maturity.
 Recent Amendments and Waivers
 
    
    In April 2010, the U.S. Credit Facility was amended which (i) enabled us to re-borrow certain
amounts used to cash collateralize letters of credit, (ii) specified asset sales will not
require a reduction in the Total Commitment (as defined in the U.S. Credit Facility), (iii)
allow us and our subsidiaries to make cash capital contributions and/or loans to joint
ventures and other of our subsidiaries with the written consent of Nordea Bank Finland plc,
New York Branch, provided that no written consent is necessary if the ultimate recipient of
the proceeds is a credit party under and as defined in the Trico Shipping Working Capital
Facility and (iv) a financial condition representation is updated.
    
    In March 2010, we received a waiver related to the consolidated leverage ratio of the U.S.
Credit Facility for the period ending March 31, 2010. Absent this waiver, the company would
not have been in compliance with this covenant.
    
    In March 2010, we received waivers related to the requirement that an unqualified auditors
opinion without an explanatory paragraph in relation to going concern accompany our annual
financial statements. Separate waivers were received for each of the U.S. Credit Facility and
the Trico Shipping Working Capital Facility. In conjunction with the amendment to the U.S.
Credit Facility, the total available commitment was reduced to approximately $14.8 million. In
conjunction with the amendment to the Trico Shipping Working Capital Facility, the amount
available under the facility was reduced from $29.7 million to the amount then outstanding,
approximately $26.0 million.
    
    In January 2010, we entered into an amendment to the U.S. Credit Facility to change the
definition of Free Liquidity such that any amounts that were committed under the facility,
whether available to be drawn or not, would be included for the purposes of calculating the
free liquidity covenant.
    
    In December 2009, we entered into an amendment that excluded the impact on the minimum net
worth covenant of the impairment charge related to four construction vessels under our U.S.
Credit Facility. This amendment also increased the consolidated leverage ratio to 11.0:1 for
the quarters ending December 31, 2009, March 31, 2010, and June 30, 2010 and to 10.0:1 for the
quarter ending September 30, 2010 while leaving the ratio levels for December 31, 2010 and
beyond unchanged. In conjunction with this amendment, the current availability under the
facility was reduced to $15 million from $25 million with the reduced availability being
restored when we are below the consolidated ratio levels that were in effect prior to this
amendment.
    
    In October 2009, we received an amendment retroactive to September 30, 2009 that amended the
consolidated leverage ratio covenant under our U.S. Credit Facility to exclude the effects of
the change in the value of the embedded derivative associated with the 8.125% Debentures in
the EBITDA calculation. With this amendment, we were in compliance with this covenant as of
September 30, 2009. This amendment also increased the consolidated leverage ratio to 8.50:1
for each of the quarters ending between December 31, 2009 through September 30, 2010. The
ratio decreases to 8.00:1 for the fiscal quarter ending December 31, 2010, and subsequently
decreases to 7.00:1 for the fiscal quarter ending March 31, 2011, 6.00:1 for the fiscal
quarter ending June 30, 2011, and to 5.00:1 for any fiscal quarters ending thereafter.
 48




---



##### Table of Contents




    
    In August 2009, we entered into an amendment to our U.S. Credit Facility whereby the maximum
consolidated leverage ratio, net debt to EBITDA, was increased from 4.5:1 to 5.0:1 for the
fiscal quarter ending September 30, 2009. The consolidated leverage ratios for the remaining
periods were not amended and remain at 4.5:1 for the fiscal quarter ending December 31, 2009
and 4.0:1.0 for any fiscal quarter ending after December 31, 2009. In connection with this
amendment, the margin was increased from 3.25% to 5.0%. The total commitment under this
facility has also been permanently reduced to $35 million.
 Our Capital Requirements
  Contractual Obligations
  Payments Due by PeriodLess than
    
    
    2-3
    
    
    4-5
    
    
    More thanTotal
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 years(In thousands)Debt obligations (1) (2) (3)
    
    $
    789,863
    
    
    $
    61,543
    
    
    $
    176,437
    
    
    $
    401,883
    
    
    $
    150,000Interest on fixed rate debt (4)
    
    
    329,176
    
    
    
    67,771
    
    
    
    124,083
    
    
    
    84,272
    
    
    
    53,050Interest on variable rate debt (5)
    
    
    1,653
    
    
    
    1,650
    
    
    
    3
    
    
    
    
    
    
    
    Vessel construction obligations (6)
    
    
    33,064
    
    
    
    31,564
    
    
    
    1,500
    
    
    
    
    
    
    
    Time charter and equipment leases
    
    
    276,921
    
    
    
    118,790
    
    
    
    88,719
    
    
    
    50,486
    
    
    
    18,926Operating lease obligations
    
    
    8,560
    
    
    
    2,821
    
    
    
    3,146
    
    
    
    1,967
    
    
    
    626Pension obligations
    
    
    4,164
    
    
    
    309
    
    
    
    655
    
    
    
    708
    
    
    
    2,492Total
    
    $
    1,443,401
    
    
    $
    284,448
    
    
    $
    394,543
    
    
    $
    539,316
    
    
    $
    225,094
 
 (1)
    
    Excludes fresh-start debt premium of $0.2 million and unamortized discounts on
the Senior Secured Notes, 3% Debentures and 8.125% Debentures of $13.5 million, $28.5 million
and $11.2 million, respectively, at March 31, 2010.(2)
    
    Does not assume any early conversions or redemptions of the 8.125%
Debentures and 3% Debentures as each is assumed to reach its originally stated maturity date
or be repaid based on its amortization schedule. Holders of our 3% Debentures have the right
to require us to repurchase the debentures on each of January 15, 2014, January 15, 2017 and
January 15, 2022. Please see Note 2 in our condensed consolidated financial statements for
Risks, Uncertainties, and Going Concern. We have the option to make amortization payments on
the 8.125% Debentures in either cash or stock. Due to our expected liquidity position and
limitations in the U.S. Credit Facility, we expect to make the amortization
payments of approximately $10 million due on the 8.125% Debentures on each of August 1, 2010,
November 1, 2010, and February 1, 2011, respectively, in common stock.(3)
    
    Primarily includes the semi-annual interest payments on Senior Secured
Notes, the 8.125% Debentures and the 3% Debentures to their maturities of 2014, 2013 and 2027,
respectively, and interest payments on the 6.11% Notes maturing 2014.(4)
    
    For the purpose of this calculation, amounts assume interest rates on
floating rate obligations remain unchanged from levels at March 31, 2010, throughout the life
of the obligation.(5)
    
    Reflects committed expenditures and does not reflect the future capital
expenditures budgeted for periods presented which are discretionary. In 2009, we completed
negotiations with Tebma to suspend construction of the remaining four new build MPSVs (the
Trico Surge, Trico Sovereign, Trico Seekerand Trico Searcher). We hold the option to cancel
construction of the four new build MPSVs after July 15, 2010. If we did not exercise this
option after the first twelve months, our total committed future capital expenditures would be
increased approximately $87 million in the above table for the last four vessels. In the first
quarter of 2010, we sold three offshore supply vessels (OSVs) and one subsea platform 49




---



##### Table of Contents



supply vessel (SPSV) for net proceeds of $2.8 million. In April 2010, we sold an additional OSV as
well as an anchor, handling, towing and supply vessel for net proceeds of $15.6 million.  Cash Flows
  Three Months Ended March 31,2010
    
    2009Cash flow used in operations
    
    $
    (4,025
    )
    
    $
    (15,418
    )Cash flow used in investing
    
    
    (15,913
    )
    
    
    (18,743
    )Cash flow used in financing
    
    
    (206
    )
    
    
    (1,307
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (872
    )
    
    
    1,359
     Critical Accounting Policies
  Recent Accounting Standards
  50




---



##### Table of Contents



Item 3. Quantitative and Qualitative Market Risk Disclosures
  
 Item 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
      51




---



##### Table of Contents



(b) Changes in Internal Control Over Financial Reporting
  (c) Managements Remediation Plans




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Our forecasted cash and available credit capacity are not expected to be sufficient (i) to
meet our commitments as they come due over the next twelve months and (ii) to remain in compliance
with our debt covenants over the next twelve months.
  Our forecasted cash and available credit capacity are not expected to be sufficient to meet
our commitments as they come due over the next twelve months and we do not expect that we will be
able to remain in compliance with our debt covenants.
    We may not be able to obtain funding or obtain funding on acceptable terms because of the
deterioration of the credit and capital markets. This may hinder or prevent us from meeting our
future capital needs.
 53




---



##### Table of Contents



Our holding company structure and the terms of the Senior Secured Notes may adversely affect
our ability to meet our obligations.
   We have a substantial amount of indebtedness which is adversely affecting our cash flow and
our ability to operate our business, to comply with debt covenants and to make payments on our
indebtedness.
  54




---



##### Table of Contents




    
    making it more difficult to pay interest and satisfy debt obligations;
    
    requiring dedication of a substantial portion of cash flow from operations to required
payments on indebtedness, thereby reducing the availability of cash for working capital,
capital expenditures and other general corporate purposes;
    
    limiting flexibility in planning for, or responding to, adverse changes in the business
and the industry in which we operate;
    
    increasing vulnerability to general economic downturns and adverse developments in
business;
    
    placing us at a competitive disadvantage compared to any less leveraged competitors; and
    
    limiting our ability to raise additional financing on satisfactory terms or at all.
      55




---



##### Table of Contents



Our indentures and credit agreements impose significant restrictions that limit our operating and
financial flexibility.
  
    
    incur or guarantee additional indebtedness or issue certain types of equity or equity
linked securities;
    
    pay distributions on, purchase or redeem capital stock or purchase or redeem
subordinated indebtedness;
    
    make loans and investments;
    
    create or permit certain liens;
 56




---



##### Table of Contents




    
    sell or lease assets, including vessels and other collateral;
    
    engage in sale leaseback transactions;
    
    consolidate or merge with or into other companies or sell all or substantially all of
their assets;
    
    engage in transactions with affiliates;
    
    reflag vessels outside of certain jurisdictions;
    
    engage in certain business activities not related to or incidental to the provision of
subsea and marine support services, subsea trenching and protection services or towing and
supply services;
    
    materially impair any security interest with respect to the collateral; and
    
    restrict distributions or other payments to us or other subsidiaries.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. (Removed and Reserved)
  
 Item 5. Other Information
  
 Item 6. EXHIBITS
  ExhibitNumber2.1
    
    Joint Prepackaged Plan of Reorganization of the Company, Trico Marine Assets, Inc. and Trico Marine Operators,
Inc. under Chapter 11 of the United States Bankruptcy Code (incorporated by reference to Exhibit 99.2 to our
Current Report on Form 8-K dated November 12, 2004).2.2
    
    Plan Support Agreement, as amended, dated September 8, 2004 (incorporated by reference to Exhibit 99.3 to our
Current Report on Form 8-K dated November 15, 2004).3.1
    
    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
    
    Amendment No. 1 to the Second Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Annex A to our Schedule 14A filed July 2, 2008).
 57




---



##### Table of Contents



ExhibitNumber3.3
    
    Certificate of Designation of Series A Junior Participating Preferred Stock of Trico Marine Services, Inc.
(incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed April 10, 2007).3.4
    
    Certificate of Elimination of Series A Junior Participating Preferred Stock of Trico Marine Services, Inc.
(incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed April 29, 2008).3.5
    
    Ninth Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to our Current Report
on Form 8-K dated September 30, 2009).4.1
    
    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).4.2
    
    Indenture, dated as of May 14, 2009, between Trico Marine Services, Inc. and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed May 19, 2009).4.3
    
    Indenture dated as of October 30, 2009, by and among Trico Shipping AS, the guarantors party thereto and Wells
Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed November 5,
2009)4.4
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K
filed March 16, 2005).4.5
    
    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).4.6
    
    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).4.7
    
    Form of Warrant (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed May 12, 2009).4.8
    
    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).4.9
    
    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).4.10
    
    Stock Appreciation Rights Agreement by and between Trico Marine Services, Inc. and the Participants, dated as of
March 13, 2009 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed March 17,
2009).10.1
    
    Eighth Amendment to Credit Agreement dated as of January 15, 2010, among Trico Marine Services, Inc., the
guarantors party thereto, the lenders party thereto and Nordea Bank Finland plc, New York Branch as
administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January
22, 2010).10.2
    
    Ninth Amendment and Waiver to Amended and Restated Credit Agreement, dated as of March 15, 2010, to the Amended
and Restated Credit Agreement, dated as of August 29, 2008 (incorporated by reference to Exhibit 10.9 to our
Annual Report on Form 10-K filed March 16, 2010).10.3
    
    Second Waiver to Amended and Restated Credit Agreement, dated as of March 31, 2010, to the Amended and Restated
Credit Agreement, dated as of August 29, 2008 (incorporated by reference to Exhibit 10.1 to our Current Report
on Form 8-K filed March 31, 2010).10.4
    
    Tenth Amendment to Amended and Restated Credit Agreement, dated as of April 16, 2010, to the Amended and
Restated Credit Agreement, dated as of August 29, 2008 (incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed April 22, 2010).10.5
    
    Eleventh Amendment to Amended and Restated Credit Agreement, dated as of April 23, 2010, to the Amended and
Restated Credit Agreement, dated as of August 29, 2008 (incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed April 27, 2010).10.6
    
    First Amendment and Waiver to Credit Agreement, dated as of March 15, 2010, to the Credit Agreement, dated as of
October 30, 2009 (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K filed March 16,
2010).10.7*
    
    Trico 2010 Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
dated February 25, 2010).10.8*
    
    Schedule of Director Compensation Arrangements (incorporated by reference to Exhibit 10.39 to our Annual Report
on Form 10-K filed March 16, 2010).10.9*
    
    Form of Indemnification Agreement between Trico Marine Services, Inc., together with a schedule identifying
other substantially identical agreements between the Company and each of its non-employee directors identified
on the schedule and identifying the material differences between each of those agreements and the filed
Indemnification Agreement
 58




---



##### Table of Contents



ExhibitNumber(incorporated by reference to Exhibit 10.50 to our Annual Report on Form 10-K filed March 16, 2010).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 Arrangement.(1)
    
    Filed herewith. 59




---



##### Table of Contents



TRICO MARINE SERVICES, INC.
(Registrant)By:
    /s/ Geoff JonesGeoff JonesChief Financial Officer
(Authorized Signatory and
Principal Financial Officer)Date: May 7, 2010 60