##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 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
(State or other jurisdiction of 
incorporation or organization)
    
    72-1252405
(I.R.S. Employer
Identification No.)10001 Woodloch Forest Drive, Suite 610
The Woodlands, Texas
(Address of principal executive offices)
    
    77380
(Zip code)
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
 þ o




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##### 



TRICO MARINE SERVICES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2010
 TABLE OF CONTENTS
 PagePart
I. Financial Information
    
    
    1Item 1. Financial Statements (Unaudited)
    
    
    1Condensed Consolidated Balance Sheets  June 30, 2010 and December 31, 2009
    
    
    1Condensed Consolidated Statements of Operations  Three and Six Months Ended June 30, 2010 and 2009
    
    
    2Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2010 and 2009
    
    
    3Notes to the Condensed Consolidated Financial Statements
    
    
    4Cautionary Statement Regarding Forward-Looking Statements
    
    
    39Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    41Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    58Item 4. Controls and Procedures
    
    
    58Part II. Other Information
    
    
    61Item 1. Legal Proceedings
    
    
    61Item 1A. Risk Factors
    
    
    61Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    67Item 3. Defaults Upon Senior Securities
    
    
    67Item 4. (Removed and Reserved)
    
    
    67Item 5. Other Information
    
    
    67Item 6. Exhibits
    
    
    67Signature
    
    
    70EX-10.9EX-31.1EX-31.2EX-32.1
  (i)




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
(In thousands, except share amounts)
 June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    32,478
    
    
    $
    52,981Restricted cash
    
    
    7,258
    
    
    
    3,630Accounts receivable, net
    
    
    99,155
    
    
    
    98,600Prepaid expenses and other current assets
    
    
    45,621
    
    
    
    18,761Assets held for sale
    
    
    248
    
    
    
    15,223Total current assets
    
    
    184,760
    
    
    
    189,195Property and equipment:Marine vessels
    
    
    477,145
    
    
    
    522,169Subsea equipment
    
    
    170,179
    
    
    
    182,576Construction-in-progress
    
    
    111,797
    
    
    
    168,879Transportation and other
    
    
    9,399
    
    
    
    6,649768,520
    
    
    
    880,273Less accumulated depreciation and amortization
    
    
    (166,798
    )
    
    
    (152,116
    )Net property and equipment, net
    
    
    601,722
    
    
    
    728,157Restricted cash, noncurrent
    
    
    3,557
    
    
    
    3,926Intangible assets
    
    
    91,979
    
    
    
    116,471Other assets
    
    
    22,693
    
    
    
    38,510Total assets
    
    $
    904,711
    
    
    $
    1,076,259LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    768,510
    
    
    $
    52,585Accounts payable
    
    
    68,798
    
    
    
    45,961Accrued expenses
    
    
    74,354
    
    
    
    88,990Accrued interest
    
    
    22,705
    
    
    
    12,738Foreign taxes payable
    
    
    
    
    
    
    4,594Income taxes payable
    
    
    3,743
    
    
    
    9,182Other current liabilities
    
    
    3
    
    
    
    104Total current liabilities
    
    
    938,113
    
    
    
    214,154Long-term debt
    
    
    
    
    
    
    681,312Long-term derivative
    
    
    108
    
    
    
    6,003Foreign taxes payable
    
    
    
    
    
    
    31,886Deferred income taxes
    
    
    74,085
    
    
    
    19,219Other liabilities
    
    
    14,987
    
    
    
    11,357Total liabilities
    
    
    1,027,293
    
    
    
    963,931Commitments and contingencies (See Note 14)
    
    
    
    
    
    
    Total equity:Common stock, $.01 par value, 50,000,000 shares authorized and 20,030,022
shares issued at June 30, 2010 and December 31, 2009, respectively
    
    
    200
    
    
    
    201Warrants
    
    
    
    
    
    
    1,640Additional paid-in capital
    
    
    341,466
    
    
    
    340,803Accumulated deficit
    
    
    (359,018
    )
    
    
    (120,069
    )Accumulated other comprehensive loss, net of tax
    
    
    (135,269
    )
    
    
    (153,301
    )Phantom stock
    
    
    47,643
    
    
    
    47,643Treasury stock, at cost, 570,207 shares
    
    
    (17,604
    )
    
    
    (17,604
    )Total Trico Marine Services, Inc. equity (deficit)
    
    
    (122,582
    )
    
    
    99,313Noncontrolling interest
    
    
    
    
    
    
    13,015Total equity (deficit)
    
    
    (122,582
    )
    
    
    112,328Total liabilities and equity
    
    $
    904,711
    
    
    $
    1,076,259
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 1




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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
(In thousands, except per share amounts )
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    144,561
    
    
    $
    179,732
    
    
    $
    240,276
    
    
    $
    301,550Operating expenses:Direct operating expenses
    
    
    118,463
    
    
    
    130,221
    
    
    
    197,619
    
    
    
    228,709General and administrative
    
    
    18,593
    
    
    
    19,390
    
    
    
    36,650
    
    
    
    40,829Depreciation and amortization
    
    
    17,895
    
    
    
    18,547
    
    
    
    35,708
    
    
    
    36,619Impairments
    
    
    84,188
    
    
    
    14,023
    
    
    
    84,188
    
    
    
    14,023Gain on sales of assets
    
    
    (4,377
    )
    
    
    (17,684
    )
    
    
    (5,241
    )
    
    
    (17,693
    )Total operating expenses
    
    
    234,762
    
    
    
    164,497
    
    
    
    348,924
    
    
    
    302,487Operating income (loss)
    
    
    (90,201
    )
    
    
    15,235
    
    
    
    (108,648
    )
    
    
    (937
    )Equity in net income (loss) of investee
    
    
    187
    
    
    
    
    
    
    
    (1,637
    )
    
    
    Interest expense, net of amounts capitalized
    
    
    (21,606
    )
    
    
    (11,665
    )
    
    
    (43,959
    )
    
    
    (22,578
    )Interest income
    
    
    175
    
    
    
    790
    
    
    
    1,103
    
    
    
    1,862Unrealized gain on mark-to-market of embedded derivative
    
    
    614
    
    
    
    476
    
    
    
    5,895
    
    
    
    1,415Gain on conversions of debt
    
    
    
    
    
    
    551
    
    
    
    
    
    
    
    11,330Refinancing costs
    
    
    
    
    
    
    (6,224
    )
    
    
    
    
    
    
    (6,224
    )Reorganization costs
    
    
    (9,142
    )
    
    
    
    
    
    
    (9,142
    )
    
    
    Foreign exchange gain (loss)
    
    
    (47,209
    )
    
    
    2,956
    
    
    
    (66,663
    )
    
    
    2,563Other expense, net
    
    
    (301
    )
    
    
    (1,099
    )
    
    
    (120
    )
    
    
    (1,435
    )Income (loss) before income taxes
    
    
    (167,483
    )
    
    
    1,020
    
    
    
    (223,171
    )
    
    
    (14,004
    )Income tax (benefit) expense
    
    
    (7,082
    )
    
    
    (3,641
    )
    
    
    15,778
    
    
    
    (18,669
    )Net income (loss)
    
    
    (160,401
    )
    
    
    4,661
    
    
    
    (238,949
    )
    
    
    4,665Less: Net income attributable to the noncontrolling interest
    
    
    
    
    
    
    (514
    )
    
    
    
    
    
    
    (1,264
    )Net income (loss) attributable to Trico Marine Services, Inc.
    
    $
    (160,401
    )
    
    $
    4,147
    
    
    $
    (238,949
    )
    
    $
    3,401Earnings (loss) per common share:Basic
    
    $
    (7.74
    )
    
    $
    0.22
    
    
    $
    (11.54
    )
    
    $
    0.19Diluted
    
    $
    (7.74
    )
    
    $
    0.22
    
    
    $
    (11.54
    )
    
    $
    0.19Weighted average shares outstanding:Basic
    
    
    20,716
    
    
    
    18,601
    
    
    
    20,704
    
    
    
    17,657Diluted
    
    
    20,716
    
    
    
    26,345
    
    
    
    20,704
    
    
    
    18,011
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 2




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TRICO
MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 ( Unaudited)
(In thousands)
 Six Months Ended June 30,2010
    
    
    2009Cash flows from operating activities:Net income (loss)
    
    $
    (238,949
    )
    
    $
    4,665Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization
    
    
    35,708
    
    
    
    36,619Amortization of non-cash deferred revenues
    
    
    (159
    )
    
    
    (286
    )Amortization of deferred financing costs
    
    
    4,687
    
    
    
    1,437Noncash (benefit) expense related to change in Norwegian tax law
    
    
    21,242
    
    
    
    (18,568
    )Accretion of debt discount
    
    
    7,044
    
    
    
    6,361Deferred income taxes
    
    
    5,505
    
    
    
    (3,156
    )Equity in loss of non-consolidated affiliates
    
    
    1,637
    
    
    
    Impairment
    
    
    84,188
    
    
    
    14,023Change in fair value of derivatives
    
    
    (5,895
    )
    
    
    (1,415
    )Gain on conversions of 6.5% Debentures
    
    
    
    
    
    
    (11,330
    )Cash paid for make-whole premium related to conversions of 6.5% Debentures
    
    
    
    
    
    
    (6,915
    )Foreign currency (gains)/losses, net
    
    
    45,176
    
    
    
    Gain on sales of assets
    
    
    (5,241
    )
    
    
    (17,693
    )Provision on doubtful accounts
    
    
    409
    
    
    
    (140
    )Stock based compensation
    
    
    (1,253
    )
    
    
    1,787Change in operating assets and liabilities
    
    
    26,183
    
    
    
    23,286Net cash provided by (used in) operating activities
    
    
    (19,718
    )
    
    
    28,675Cash flows from investing activities:Purchases of property and equipment
    
    
    (31,519
    )
    
    
    (48,848
    )Proceeds from sales of assets
    
    
    19,339
    
    
    
    30,024Dividend from unconsolidated affiliate
    
    
    980
    
    
    
    Investment in unconsolidated affiliate
    
    
    (5,839
    )
    
    
    (Increase) decrease in restricted cash
    
    
    (3,869
    )
    
    
    215Net cash used in investing activities
    
    
    (20,908
    )
    
    
    (18,609
    )Cash flows from financing activities:Proceeds from issuance of credit facilities
    
    
    70,444
    
    
    
    Payments of credit facilities
    
    
    (42,840
    )
    
    
    Payment for exchange of convertible debentures
    
    
    
    
    
    
    (12,676
    )Repayments of revolving credit facilities, net
    
    
    
    
    
    
    (49,353
    )Dividend to noncontrolling partner
    
    
    
    
    
    
    (6,120
    )Debt issuance or refinancing costs
    
    
    (5,964
    )
    
    
    (6,224
    )Net cash provided by (used in) financing activities
    
    
    21,640
    
    
    
    (74,373
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (1,517
    )
    
    
    4,763Net decrease in cash and cash equivalents
    
    
    (20,503
    )
    
    
    (59,544
    )Cash and cash equivalents at beginning of period
    
    
    52,981
    
    
    
    94,613Cash and cash equivalents at end of period
    
    $
    32,478
    
    
    $
    35,069
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 3




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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
   4




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6




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3. Asset Sales
 Asset Sales.
  Assets Held for Sale.
 4. Intangible Assets
   As of June 30, 2010
    
    
    As of December 31, 2009Foreign
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ForeignGross Carrying
    
    
    Accumulated
    
    
    Currency Translation
    
    
    
    
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Currency TranslationAmount
    
    
    Amortization
    
    
    Adjustment
    
    
    Total
    
    
    Amount
    
    
    Amortization
    
    
    Adjustment
    
    
    TotalAmortized intangible assets:Customer relationships
    
    $
    118,057
    
    
    $
    (16,284
    )
    
    $
    (27,834
    )
    
    $
    73,939
    
    
    $
    118,057
    
    
    $
    (12,454
    )
    
    $
    (20,386
    )
    
    $
    85,217Total
    
    $
    118,057
    
    
    $
    (16,284
    )
    
    $
    (27,834
    )
    
    $
    73,939
    
    
    $
    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
    
    
    $
    (13,302
    )
    
    $
    (9,539
    )
    
    $
    18,040
    
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (6,513
    )
    
    $
    31,254Total
    
    $
    40,881
    
    
    $
    (13,302
    )
    
    $
    (9,539
    )
    
    $
    18,040
    
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (6,513
    )
    
    $
    31,254
  7




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5. Debt
   Current Debt at
    
    
    December 31, 2009June 30, 2010(7)
    
    
    Current
    
    
    Long-Term
    
    
    Total$25 million U.S. Credit Facility (1), maturing in December 2011
    
    $
    24,500
    (3), (4)
    
    $
    11,347
    
    
    
    
    
    
    $
    11,347
    (3), (4)$202.8 million face amount, 8.125% Debentures, net of unamortized
discount of $9.5 million and $12.3 million as of June 30, 2010 and December 31, 2009,
respectively, interest payable semi-annually in arrears, maturing on February 1, 2013
    
    
    193,309
    
    
    
    19,774
    
    
    
    170,696
    
    
    
    190,470$150.0 million face amount, 3% Debentures, net of unamortized
discount of $26.9 million and $30.0 million as of June 30, 2010 and December 31, 2009,
respectively, interest payable semi-annually in arrears, maturing on January 15, 2027
    
    
    123,113
    (5)
    
    
    
    
    
    
    119,992
    
    
    
    119,992
    (5)$400.0 million face amount, Senior Secured Notes, net of unamortized
discount of $13.0 million and $14.1 million as of June 30, 2010 and December 31, 2009,
respectively, interest payable semi-annually in arrears, maturing on November 1, 2014
    
    
    387,011
    (6)
    
    
    
    
    
    
    385,925
    
    
    
    385,925
    (6)$65 million Trico Shipping Working Capital Facility (2), maturing December 2011 and January 2014
    
    
    35,254
    (6)
    
    
    20,000
    
    
    
    
    
    
    
    20,000
    (6)6.11% Notes, principal and interest due in 30 semi-annual installments, maturing April 2014
    
    
    5,028
    
    
    
    1,258
    
    
    
    4,399
    
    
    
    5,657Insurance note
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    119Motor vehicle leases
    
    
    72
    
    
    
    87
    
    
    
    47
    
    
    
    134Fresh-start debt premium
    
    
    223
    
    
    
    
    
    
    
    253
    
    
    
    253Total debt
    
    $
    768,510
    
    
    $
    52,585
    
    
    $
    681,312
    
    
    $
    733,897
 
 (1)
    
    As of June 30, 2010, interest on the $25 million U.S. Credit Facility is at the
one month London inter-bank offered rate (LIBOR) plus 11.50% with a minimum LIBOR amount of
2.50%. The one month LIBOR rate was 0.3% for the period ending June 30, 2010. As of December
31, 2009, interest was at three month LIBOR plus 5.00%. The three month LIBOR rate was 0.3%
for the period ending December 31, 2009.
The U.S. Credit Facility was subsequently
amended on August 10, 2010 to increase the interest rate, retroactive to August 1, 2010, to LIBOR (subject
to a minimum floor of 2.5%) plus 15.5%.(2)
    
    Interest on the revolving loan portion of the Trico Shipping Working Capital Facility is
payable on the outstanding principal amount of the
revolving loans ($7.2 million at June 30, 2010) at the Eurodollar rate
designated by the British Bankers Association plus 5.0% and is subject to an additional
utilization fee of 3.0%, payable quarterly in arrears, if the facility is more than 50% drawn.
An additional 2.0% is payable during the forbearance period. The Term Loans
(as defined below) ($28.1 million at June 30, 2010) mature on January
31, 2014 and will bear interest at the initial rate of 13.5% per annum until June 30, 2013 and
14.5% per annum thereafter. Undrawn amounts under the Term Loan Facility  (as defined below) are subject to a fee
equal to 1.5% per annum until December 31, 2010 and 2.5% per annum thereafter.(3)
    
    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 December 31, 2009. As of June
11, 2010, the previous covenants were replaced with new covenants with the first measurement
period being June 30, 2010 for minimum EBITDA. There is no longer a minimum net worth
covenant.(4)
    
    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 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. As of
June 11, 2010, the previous covenants were replaced with new covenants with the first
measurement period being June 30, 2010 for minimum EBITDA. There is no longer a minimum net
worth or a maximum consolidated leverage ratio covenant associated with the U.S. Credit Facility.(5)
    
    Holders of the 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  or upon occurrence of a fundamental change in business.(6)
    
    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.(7)
    
    All of the Companys debt was classified as current as of June 30, 2010.
The Company did not make the approximately $8 million interest payment due on May 15, 2010 for
the 8.125% Debentures prior to the expiration of the applicable 30-day grace period, the
approximately $10.1 million principal payment due on August 1, 2010 for the 8.125% Debentures
(for which there is no grace period) and the approximately $2.3 million interest payment due
on July 15, 2010 for the 3% Debentures. 8




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U.S. Credit Facility. Northern Challenger
     (i)
    
    provide for the assignment of the loans and commitments,(ii)
    
    provide for the consent to and reflect the resignation of Nordea as administrative agent
under the U.S. Credit Facility and the assumption by Obsidian Agency Services, Inc.
(Obsidian) of all of Nordeas rights, interests, liabilities and obligations as the
administrative agent under the U.S. Credit Facility,(iii)
    
    terminate the letter of credit facility,(iv)
    
    convert the revolving credit commitments to term loan commitments,(v)
    
    increase the borrowing availability of the Company up to $25 million (the borrowing
availability is currently limited to $24.5 million pending acceptable resolution of certain
due diligence items),(vi)
    
    increase the pricing margin to LIBOR (subject to a minimum floor of 2.5%) plus 11.5% and
eliminate the utilization fee of 3.00%,(vii)
    
    replace the financial covenants with new financial covenants providing for (a) minimum
cumulative EBITDA levels from June 1, 2010 with the first measurement period being the month
ended June 30, 2010, (b) minimum consolidated cash flows for various periods beginning with
the period between June 11, 2010 and ending on July 23, 2010 and for successive four or five
week periods thereafter and (c) minimum cumulative cash flows as of the same measurement
ending dates as provided for in (b) and beginning on June 11, 2010, (d) limiting maintenance
related capital expenditures to $2.0 million during the term of the loan, and (e) requiring
that the appraised value of the vessels that serve as collateral for the facility be at
least 120% of the amount of the facility. The cash flows in (b) and (c) are determined by
changes in the cash flows of the borrower and the guarantors to the facility which excludes
Trico Supply AS and any of its subsidiaries. The minimum EBITDA levels are determined by the
EBITDA of the borrower and the guarantors to the facility plus the EBITDA of the Companys
Mexican joint venture whose results are included in the Companys financial statements,(viii)
    
    add additional guarantors of the indebtedness incurred by Trico under the U.S. Credit
Facility, and(ix)
    
    provide that all net cash proceeds from asset sales be deposited into the blocked account
from which the lenders, at their option, may apply as a repayment of the outstanding loans,
except that lenders may not apply proceeds from the sale of any equity interest in the
Mexican joint venture in excess of $8.0 million, up to an additional $5.0 million of
proceeds, to repay the outstanding loans, and may only apply only 50% of proceeds in excess
of $13.0 million received from such a sale to repay the outstanding loans.
 9




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8.125% Debentures.
    11




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12




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3% Debentures.
      Senior Secured Notes pari passu
 13




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14




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Trico Shipping Working Capital Facility.
     15




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6.11% Notes.
 16




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6. Derivative Instruments
    Liability DerivativeJune 30, 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
    
    $
    108
    
    
    Long-term derivative
    
    $
    6,003Total derivatives
    
    
    
    
    
    $
    108
    
    
    
    
    
    
    $
    6,003
 Derivatives NotDesignated as Hedging
    
    Location of Gain (Loss)
    
    
    Amount of Gain (Loss) Recognized on DerivativeInstruments under
    
    Recognized in Income
    
    
    Three Months Ended June 30,
    
    
    Six Months Ended June 30,Accounting Guidance
    
    on Derivative
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Other contract
    
    Unrealized gain on mark-to-market of warrant liabilities - 8.125% Debentures
    
    $
    
    
    
    $
    18
    
    
    $
    
    
    
    $
    18Other contract
    
    Unrealized gain (loss) on mark-to-market of embedded derivative - 6.5% Debentures
    
    
    
    
    
    
    (503
    )
    
    
    
    
    
    
    436Other contract
    
    Unrealized gain on mark-to-market of embedded derivative - 8.125% Debentures
    
    
    614
    
    
    
    979
    
    
    
    5,895
    
    
    
    979$
    614
    
    
    $
    494
    
    
    $
    5,895
    
    
    $
    1,433
 7. Fair Value Measurements
  17




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
    
    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 June 30, 2010Using Fair Value HierarchyFair Value as ofJune 30, 2010
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesLong-term derivative (8.125% Debentures)
    
    $
    108
    
    
    $
    
    
    
    $
    
    
    
    $
    108$
    108
    
    
    $
    
    
    
    $
    
    
    
    $
    108
 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.
 18




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Debt.
  June 30, 2010
    

December 31, 2009Carrying amount
    
    $
    768,510
    
    
    $
    733,897Fair value
    
    
    610,464
    
    
    
    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
    
    
    (5,895
    )
    
    
    Balance on June 30, 2010
    
    $
    108
    
    
    $
    
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8. Earnings (Loss) Per Share
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic EPSNet income (loss) attributable to Trico Marine Services, Inc.
    
    $
    (160,401
    )
    
    $
    4,147
    
    
    $
    (238,949
    )
    
    $
    3,401Weighted-average shares of common stock outstanding:Basic
    
    
    20,716
    
    
    
    18,601
    
    
    
    20,704
    
    
    
    17,657Earnings (loss) per share:Basic
    
    $
    (7.74
    )
    
    $
    0.22
    
    
    $
    (11.54
    )
    
    $
    0.19Diluted EPSNet income (loss) attributable to Trico Marine Services, Inc.
    
    $
    (160,401
    )
    
    $
    4,147
    
    
    $
    (238,949
    )
    
    $
    3,401Add: interest on 8.125% convertible debentures, net of tax
    
    
    
    (1)
    
    
    1,736
    
    
    
    
    (1)
    
    
    
    (1)Net income attributable to Trico Marine Services, Inc.
with assumed conversions
    
    $
    (160,401
    )
    
    $
    5,883
    
    
    $
    (238,949
    )
    
    $
    3,401Weighted-average shares of common stock outstanding:Basic
    
    
    20,716
    
    
    
    18,601
    
    
    
    20,704
    
    
    
    17,657Add dilutive effect of:Phantom stock units
    
    
    
    
    
    
    229
    
    
    
    
    
    
    
    3048.125% convertible debentures
    
    
    
    (1)
    
    
    7,482
    
    
    
    
    (1)
    
    
    
    (1)Stock options and nonvested restricted stock
    
    
    
    
    
    
    33
    
    
    
    
    
    
    
    50Total
    
    
    20,716
    
    
    
    26,345
    
    
    
    20,704
    
    
    
    18,011Earnings (loss) per share:Diluted
    
    $
    (7.74
    )
    
    $
    0.22
    
    
    $
    (11.54
    )
    
    $
    0.19
 
 (1)
    
    Does not include the effect of the 8.125% Debentures as they would be
anti-dilutive.    20




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9. Comprehensive Income (Loss)
  Three Months Ended June 30,2010
    
    
    2009Shareholders ofTrico Marine
    
    
    NoncontrollingTotal
    
    
    Services, Inc.
    
    
    Interests
    
    
    TotalNet income (loss)
    
    $
    (160,401
    )
    
    $
    4,147
    
    
    $
    514
    
    
    $
    4,661Foreign currency translation gain
    
    
    11,538
    
    
    
    22,862
    
    
    
    
    
    
    
    22,862Amortization of unrecognized actuarial gains
    
    
    74
    
    
    
    87
    
    
    
    
    
    
    
    87Total comprehensive income (loss)
    
    $
    (148,789
    )
    
    $
    27,096
    
    
    $
    514
    
    
    $
    27,610
 Six Months Ended June 30,2010
    
    
    2009Shareholders ofTrico Marine
    
    
    NoncontrollingTotal
    
    
    Services, Inc.
    
    
    Interests
    
    
    TotalNet income (loss)
    
    $
    (238,949
    )
    
    $
    3,401
    
    
    $
    1,264
    
    
    $
    4,665Foreign currency translation gain
    
    
    17,869
    
    
    
    35,952
    
    
    
    
    
    
    
    35,952Amortization of unrecognized actuarial gains
    
    
    163
    
    
    
    184
    
    
    
    
    
    
    
    184Total comprehensive income (loss)
    
    $
    (220,917
    )
    
    $
    39,537
    
    
    $
    1,264
    
    
    $
    40,801
 10. Stock-Based Compensation
   Number ofDate of Grant
    
    Grants
    
    
    Vesting Period
    
    
    SharesApril 28, 2010
    
    SARs
    
    Ratably over three years
    
    
    
    493,030April 28, 2010
    
    Phantom stock
    
    
    Ratably over three years
    
    
    
    232,540
 21




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##### Table of Contents



April 28, 2010 Grant DateSARs and PhantomStock - VestedRatablyGrant-Date Fair Value
    
    $
    1.20Expected Term
    
    
    4.5Expected Volatility
    
    
    60
    %Risk-Free Interest Rate
    
    
    2.30
    %Expected Dividend Distributions
    
    
    N/A
  March 13, 2009 Grants
    
    
    April 28, 2010 GrantsSARs and PhantomSARs - Vested
    
    
    SARs - Cliff
    
    
    Stock - VestedRatably
    
    
    Vested
    
    
    RatablyFair Value at June 30, 2010
    
    $
    0.05
    
    
    $
    0.04
    
    
    $
    0.06Expected Term
    
    
    3.3
    
    
    
    3.7
    
    
    
    4.3Expected Volatility
    
    
    60
    %
    
    
    55
    %
    
    
    60
    %Risk-Free Interest Rate
    
    
    1.10
    %
    
    
    1.28
    %
    
    
    1.52
    %Expected Dividend Distributions
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 11. Taxes
    22




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12. Employee Benefit Plans
  23




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Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    1,109
    
    
    $
    919
    
    
    $
    2,201
    
    
    $
    1,945Interest cost
    
    
    223
    
    
    
    215
    
    
    
    459
    
    
    
    467Return on plan assets
    
    
    (217
    )
    
    
    (247
    )
    
    
    (449
    )
    
    
    (534
    )Social security contributions
    
    
    158
    
    
    
    134
    
    
    
    312
    
    
    
    283Recognized net actuarial loss
    
    
    74
    
    
    
    87
    
    
    
    163
    
    
    
    184Net periodic benefit cost
    
    $
    1,347
    
    
    $
    1,108
    
    
    $
    2,686
    
    
    $
    2,345
    13. Investment in EMSL
  14. Commitments and Contingencies
 General.
 Tebma.
 24




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Saipem.
  Brazilian Tax Assessments.
  25




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Operating Leases
  15. Segment Information
  SubseaTrenchingSubsea
    
    
    and
    
    
    Towing andServices
    
    
    Protection
    
    
    Supply
    
    
    Corporate
    
    
    Total(in thousands)Three Months Ended:June 30, 2010Revenues from Unaffiliated Customers
    
    $
    75,755
    
    
    $
    50,871
    
    
    $
    17,935
    
    
    $
    
    
    
    $
    144,561Intersegment Revenues
    
    
    6,393
    
    
    
    
    
    
    
    1,450
    
    
    
    
    
    
    
    7,843Operating (Income) Loss
    
    
    (82,436
    )
    
    
    513
    
    
    
    (1,642
    )
    
    
    (6,636
    )
    
    
    (90,201
    )Loss Before Income Taxes
    
    
    (87,370
    )
    
    
    (100
    )
    
    
    (61,041
    )
    
    
    (18,972
    )
    
    
    (167,483
    )June 30, 2009Revenues from Unaffiliated Customers
    
    $
    78,916
    
    
    $
    68,353
    
    
    $
    32,463
    
    
    $
    
    
    
    $
    179,732Intersegment Revenues
    
    
    6,623
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,623Operating (Income) Loss
    
    
    (10,392
    )
    
    
    14,915
    
    
    
    17,443
    
    
    
    (6,731
    )
    
    
    15,235Income (Loss) Before Income Taxes and Noncontrolling Interests
    
    
    (7,957
    )
    
    
    9,965
    
    
    
    18,486
    
    
    
    (19,474
    )
    
    
    1,020
 SubseaTrenchingSubsea
    
    
    and
    
    
    Towing andServices
    
    
    Protection
    
    
    Supply
    
    
    Corporate
    
    
    Total(in thousands)Six Months Ended:June 30, 2010Revenues from Unaffiliated Customers
    
    $
    131,386
    
    
    $
    72,666
    
    
    $
    36,224
    
    
    $
    
    
    
    $
    240,276Intersegment Revenues
    
    
    7,427
    
    
    
    
    
    
    
    3,710
    
    
    
    
    
    
    
    11,137Operating Loss
    
    
    (90,279
    )
    
    
    (1,475
    )
    
    
    (3,150
    )
    
    
    (13,744
    )
    
    
    (108,648
    )Loss Before Income Taxes
    
    
    (99,307
    )
    
    
    (3,422
    )
    
    
    (94,198
    )
    
    
    (26,244
    )
    
    
    (223,171
    )June 30, 2009Revenues from Unaffiliated Customers
    
    $
    137,562
    
    
    $
    94,403
    
    
    $
    69,585
    
    
    $
    
    
    
    $
    301,550Intersegment Revenues
    
    
    7,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,308Operating Income (Loss)
    
    
    (15,871
    )
    
    
    11,679
    
    
    
    16,984
    
    
    
    (13,729
    )
    
    
    (937
    )Income (Loss) Before Income Taxes and Noncontrolling Interests, as adjusted
    
    
    (15,466
    )
    
    
    5,944
    
    
    
    18,422
    
    
    
    (22,904
    )
    
    
    (14,004
    )
 16. Recent Accounting Standards
  26




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17. Supplemental Condensed Consolidating Financial Information
      27




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CONDENSED CONSOLIDATING BALANCE SHEET
AS OF JUNE 30, 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)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    17,540
    
    
    $
    7,387
    
    
    $
    7,551
    
    
    $
    
    
    
    $
    32,478Restricted cash
    
    
    3,665
    
    
    
    
    
    
    
    2,566
    
    
    
    1,027
    
    
    
    
    
    
    
    7,258Accounts receivable, net
    
    
    
    
    
    
    24,758
    
    
    
    50,668
    
    
    
    23,729
    
    
    
    
    
    
    
    99,155Prepaid expenses and other current assets
    
    
    735
    
    
    
    5,700
    
    
    
    37,985
    
    
    
    1,201
    
    
    
    
    
    
    
    45,621Assets held for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    248
    
    
    
    
    
    
    
    248Total current assets
    
    
    4,400
    
    
    
    47,998
    
    
    
    98,606
    
    
    
    33,756
    
    
    
    
    
    
    
    184,760Net property and equipment, net
    
    
    
    
    
    
    79,333
    
    
    
    461,811
    
    
    
    60,578
    
    
    
    
    
    
    
    601,722Intercompany receivables (debt and other payables)
    
    
    324,306
    
    
    
    (133,200
    )
    
    
    (308,865
    )
    
    
    117,759
    
    
    
    
    
    
    
    Intangible assets
    
    
    
    
    
    
    
    
    
    
    91,979
    
    
    
    
    
    
    
    
    
    
    
    91,979Other assets
    
    
    6,158
    
    
    
    1
    
    
    
    1,894
    
    
    
    5,292
    
    
    
    
    
    
    
    13,345Investments in subsidiaries
    
    
    (103,639
    )
    
    
    90,459
    
    
    
    (422,210
    )
    
    
    12,906
    
    
    
    435,389
    
    
    
    12,905Total assets
    
    $
    231,225
    
    
    $
    84,591
    
    
    $
    (76,785
    )
    
    $
    230,291
    
    
    $
    435,389
    
    
    $
    904,711LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    340,814
    
    
    $
    422,373
    
    
    $
    72
    
    
    $
    5,251
    
    
    $
    
    
    
    $
    768,510Accounts payable
    
    
    
    
    
    
    2,983
    
    
    
    57,629
    
    
    
    8,186
    
    
    
    
    
    
    
    68,798Accrued expenses
    
    
    336
    
    
    
    5,368
    
    
    
    47,822
    
    
    
    20,828
    
    
    
    
    
    
    
    74,354Accrued interest
    
    
    12,411
    
    
    
    10,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,705Income taxes payable
    
    
    135
    
    
    
    (77
    )
    
    
    2,022
    
    
    
    1,663
    
    
    
    
    
    
    
    3,743Other current liabilities
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Total current liabilities
    
    
    353,699
    
    
    
    440,941
    
    
    
    107,545
    
    
    
    35,928
    
    
    
    
    
    
    
    938,113Long-term derivative
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    108Deferred income taxes
    
    
    
    
    
    
    65,858
    
    
    
    8,227
    
    
    
    
    
    
    
    
    
    
    
    74,085Other liabilities
    
    
    1
    
    
    
    
    
    
    
    13,631
    
    
    
    1,355
    
    
    
    
    
    
    
    14,987Total liabilities
    
    
    353,808
    
    
    
    506,799
    
    
    
    129,403
    
    
    
    37,283
    
    
    
    
    
    
    
    1,027,293Commitments and contingenciesTotal equity
    
    
    (122,583
    )
    
    
    (422,208
    )
    
    
    (206,188
    )
    
    
    193,008
    
    
    
    435,389
    
    
    
    (122,582
    )Total liabilities and equity
    
    $
    231,225
    
    
    $
    84,591
    
    
    $
    (76,785
    )
    
    $
    230,291
    
    
    $
    435,389
    
    
    $
    904,711
 28




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CONDENSED CONSOLIDATING BALANCE SHEET
AS OF JUNE 30, 2010  (Continued)
 (Trico Shipping AS)
    
    
    Subsidiary 
Guarantors
    
    
    Adjustments(3)
    
    
    Trico Supply GroupASSETSCurrent assets:Cash and cash equivalents
    
    $
    17,540
    
    
    $
    7,387
    
    
    $
    
    
    
    $
    24,927Restricted cash
    
    
    
    
    
    
    2,566
    
    
    
    
    
    
    
    2,566Accounts receivable, net
    
    
    24,758
    
    
    
    50,668
    
    
    
    
    
    
    
    75,426Prepaid expenses and other current assets
    
    
    5,700
    
    
    
    37,985
    
    
    
    
    
    
    
    43,685Assets held for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total current assets
    
    
    47,998
    
    
    
    98,606
    
    
    
    
    
    
    
    146,604Net property and equipment, net
    
    
    79,333
    
    
    
    461,811
    
    
    
    
    
    
    
    541,144Intercompany receivables (debt and other payables)
    
    
    (133,200
    )
    
    
    (308,865
    )
    
    
    (34,133
    )
    
    
    (476,198
    )Intangible assets
    
    
    
    
    
    
    91,979
    
    
    
    
    
    
    
    91,979Other assets
    
    
    1
    
    
    
    1,894
    
    
    
    5,319
    
    
    
    7,214Investments in subsidiaries
    
    
    90,459
    
    
    
    (422,210
    )
    
    
    331,751
    
    
    
    Total assets
    
    $
    84,591
    
    
    $
    (76,785
    )
    
    $
    302,937
    
    
    $
    310,743LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    422,373
    
    
    $
    72
    
    
    $
    
    
    
    $
    422,445Accounts payable
    
    
    2,983
    
    
    
    57,629
    
    
    
    
    
    
    
    60,612Accrued expenses
    
    
    5,368
    
    
    
    47,822
    
    
    
    
    
    
    
    53,190Accrued interest
    
    
    10,294
    
    
    
    
    
    
    
    
    
    
    
    10,294Income taxes payable
    
    
    (77
    )
    
    
    2,022
    
    
    
    
    
    
    
    1,945Total current liabilities
    
    
    440,941
    
    
    
    107,545
    
    
    
    
    
    
    
    548,486Deferred income taxes
    
    
    65,858
    
    
    
    8,227
    
    
    
    
    
    
    
    74,085Other liabilities
    
    
    
    
    
    
    13,631
    
    
    
    
    
    
    
    13,631Total liabilities
    
    
    506,799
    
    
    
    129,403
    
    
    
    
    
    
    
    636,202Commitments and contingenciesTotal equity
    
    
    (422,208
    )
    
    
    (206,188
    )
    
    
    302,937
    
    
    
    (325,459
    )Total liabilities and equity
    
    $
    84,591
    
    
    $
    (76,785
    )
    
    $
    302,937
    
    
    $
    310,743
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees including Trico
Holdco, Trico Cayman , Trico Supply AS, and all subsidiaries below Trico Supply AS and Trico Shipping.(2)
    
    All subsidiaries of the Company that are not providing guarantees including
TMA., TMO, Trico Servicios Maritimos Ltda., and Servicios de Apoyo Maritimo de Mexico, S. de
R.L. de C.V.(3)
    
    Adjustments include Trico Cayman and Trico Holdco that are not part of the
Credit Group and investment in subsidiary balances between Trico Shipping and the Subsidiary
Guarantors. 29




---



##### 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
 30




---



##### 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 Company that are providing guarantees including Trico
Holdco, Trico Cayman, Trico Supply AS, and all subsidiaries below
Trico Supply AS and Trico Shipping.(2)
    
    All subsidiaries of the Company that are not providing guarantees including
TMA, TMO, Trico Servicios Maritimos Ltda., Servicios de Apoyo Maritimo de Mexico, S. de R.L.
de C.V.(3)
    
    Adjustments include Trico Cayman and Trico Holdco that are not part of the
Credit Group and investment in subsidiary balances between Trico
Shipping and the Subsidiary
Guarantors. 31




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 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
    
    $
    
    
    
    $
    8,710
    
    
    $
    128,691
    
    
    $
    13,067
    
    
    $
    (5,907
    )
    
    $
    144,561Operating expenses:Direct operating expenses
    
    
    
    
    
    
    4,869
    
    
    
    108,956
    
    
    
    10,545
    
    
    
    (5,907
    )
    
    
    118,463General and administrative
    
    
    (1,205
    )
    
    
    144
    
    
    
    10,062
    
    
    
    9,592
    
    
    
    
    
    
    
    18,593Depreciation and amortization
    
    
    
    
    
    
    2,313
    
    
    
    13,554
    
    
    
    2,028
    
    
    
    
    
    
    
    17,895Impairments and penalties on early termination of contracts
    
    
    
    
    
    
    
    
    
    
    84,188
    
    
    
    
    
    
    
    
    
    
    
    84,188(Gain) loss on sales of assets
    
    
    
    
    
    
    (4,020
    )
    
    
    (21
    )
    
    
    (336
    )
    
    
    
    
    
    
    (4,377
    )Total operating expenses
    
    
    (1,205
    )
    
    
    3,306
    
    
    
    216,739
    
    
    
    21,829
    
    
    
    (5,907
    )
    
    
    234,762Operating income (loss)
    
    
    1,205
    
    
    
    5,404
    
    
    
    (88,048
    )
    
    
    (8,762
    )
    
    
    
    
    
    
    (90,201
    )Interest expense, net of amounts capitalized
    
    
    (10,471
    )
    
    
    (19,378
    )
    
    
    2,170
    
    
    
    (28
    )
    
    
    6,101
    
    
    
    (21,606
    )Interest income
    
    
    1,872
    
    
    
    3,624
    
    
    
    (601
    )
    
    
    1,381
    
    
    
    (6,101
    )
    
    
    175Unrealized loss on mark-to-market of embedded derivative
    
    
    614
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    614Reorganization costs
    
    
    (6,110
    )
    
    
    (3,032
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,142
    )Other income (expense), net (3)
    
    
    
    
    
    
    (33,373
    )
    
    
    (14,332
    )
    
    
    382
    
    
    
    
    
    
    
    (47,323
    )Equity income (loss) in investees, net of tax
    
    
    (147,511
    )
    
    
    (73,024
    )
    
    
    (119,902
    )
    
    
    
    
    
    
    340,437
    
    
    
    Income (loss) before income taxes
    
    
    (160,401
    )
    
    
    (119,779
    )
    
    
    (220,713
    )
    
    
    (7,027
    )
    
    
    340,437
    
    
    
    (167,483
    )Income tax expense (benefit)
    
    
    
    
    
    
    126
    
    
    
    (7,132
    )
    
    
    (76
    )
    
    
    
    
    
    
    (7,082
    )Net income (loss) attributable to the respective entity
    
    $
    (160,401
    )
    
    $
    (119,905
    )
    
    $
    (213,581
    )
    
    $
    (6,951
    )
    
    $
    340,437
    
    
    $
    (160,401
    )
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments(4)
    
    
    Trico Supply GroupRevenues
    
    $
    8,710
    
    
    $
    128,691
    
    
    $
    (5,907
    )
    
    $
    131,494Operating expenses:Direct operating expenses
    
    
    4,869
    
    
    
    108,956
    
    
    
    (5,907
    )
    
    
    107,918General and administrative
    
    
    144
    
    
    
    10,062
    
    
    
    (4
    )
    
    
    10,202Depreciation and amortization
    
    
    2,313
    
    
    
    13,554
    
    
    
    
    
    
    
    15,867Impairments
    
    
    
    
    
    
    84,188
    
    
    
    
    
    
    
    84,188Gain on sales of assets
    
    
    (4,020
    )
    
    
    (21
    )
    
    
    
    
    
    
    (4,041
    )Total operating expenses
    
    
    3,306
    
    
    
    216,739
    
    
    
    (5,911
    )
    
    
    214,134Operating income (loss)
    
    
    5,404
    
    
    
    (88,048
    )
    
    
    4
    
    
    
    (82,640
    )Interest expense, net of amounts capitalized
    
    
    (19,378
    )
    
    
    2,170
    
    
    
    (283
    )
    
    
    (17,491
    )Interest income
    
    
    3,624
    
    
    
    (601
    )
    
    
    
    
    
    
    3,023Reorganization costs
    
    
    (3,032
    )
    
    
    
    
    
    
    
    
    
    
    (3,032
    )Other income (expense), net
    
    
    (33,373
    )
    
    
    (14,332
    )
    
    
    
    
    
    
    (47,705
    )Equity income (loss) in investees, net of tax
    
    
    (73,024
    )
    
    
    (119,902
    )
    
    
    192,926
    
    
    
    Income (loss) before income taxes
    
    
    (119,779
    )
    
    
    (220,713
    )
    
    
    192,647
    
    
    
    (147,845
    )Income tax expense
    
    
    126
    
    
    
    (7,132
    )
    
    
    
    
    
    
    (7,006
    )Net income (loss)
    
    $
    (119,905
    )
    
    $
    (213,581
    )
    
    $
    192,647
    
    
    $
    (140,839
    )
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, Trico Cayman, 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 EMSL.(4)
    
    Adjustments include Trico Cayman and Trico Holdco that are not part of the
Trico Supply Group and equity income (loss) balances between Trico Shipping and the Subsidiary
Guarantors. 32




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 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
    
    $
    
    
    
    $
    17,632
    
    
    $
    138,477
    
    
    $
    27,795
    
    
    $
    (4,172
    )
    
    $
    179,732Operating expenses:Direct operating expenses
    
    
    
    
    
    
    6,683
    
    
    
    106,981
    
    
    
    20,729
    
    
    
    (4,172
    )
    
    
    130,221General and administrative
    
    
    1,643
    
    
    
    1,142
    
    
    
    8,726
    
    
    
    7,879
    
    
    
    
    
    
    
    19,390Depreciation and amortization
    
    
    
    
    
    
    2,954
    
    
    
    12,264
    
    
    
    3,329
    
    
    
    
    
    
    
    18,547Impairments
    
    
    
    
    
    
    11,594
    
    
    
    2,429
    
    
    
    
    
    
    
    
    
    
    
    14,023(Gain) loss on sales of assets
    
    
    
    
    
    
    (15,085
    )
    
    
    (43
    )
    
    
    (2,556
    )
    
    
    
    
    
    
    (17,684
    )Total operating expenses
    
    
    1,643
    
    
    
    7,288
    
    
    
    130,357
    
    
    
    29,381
    
    
    
    (4,172
    )
    
    
    164,497Operating income (loss)
    
    
    (1,643
    )
    
    
    10,344
    
    
    
    8,120
    
    
    
    (1,586
    )
    
    
    
    
    
    
    15,235Interest expense, net of amounts capitalized
    
    
    (10,136
    )
    
    
    (10,491
    )
    
    
    639
    
    
    
    820
    
    
    
    7,503
    
    
    
    (11,665
    )Interest income
    
    
    3,025
    
    
    
    65
    
    
    
    3,409
    
    
    
    1,794
    
    
    
    (7,503
    )
    
    
    790Unrealized gain (loss) on mark-to-market of embedded derivative
    
    
    476
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    476Gain on conversions of debt
    
    
    551
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    551Refinancing costs
    
    
    (6,134
    )
    
    
    
    
    
    
    
    
    
    
    (90
    )
    
    
    
    
    
    
    (6,224
    )Other income (expense), net
    
    
    8,477
    
    
    
    2,349
    
    
    
    (593
    )
    
    
    102
    
    
    
    (8,478
    )
    
    
    1,857Equity income (loss) in investees, net of tax
    
    
    6,435
    
    
    
    3,560
    
    
    
    2,298
    
    
    
    
    
    
    
    (12,293
    )
    
    
    Income (loss) before income taxes
    
    
    1,051
    
    
    
    5,827
    
    
    
    13,873
    
    
    
    1,040
    
    
    
    (20,771
    )
    
    
    1,020Income tax expense (benefit)
    
    
    (3,096
    )
    
    
    (35
    )
    
    
    9,496
    
    
    
    (10,006
    )
    
    
    
    
    
    
    (3,641
    )Net income (loss)
    
    
    4,147
    
    
    
    5,862
    
    
    
    4,377
    
    
    
    11,046
    
    
    
    (20,771
    )
    
    
    4,661Less: Net (income) loss attributable to noncontrolling interest (3)
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (513
    )
    
    
    
    
    
    
    (514
    )Net income (loss) attributable to the respective entity
    
    $
    4,147
    
    
    $
    5,862
    
    
    $
    4,376
    
    
    $
    10,533
    
    
    $
    (20,771
    )
    
    $
    4,147
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments(4)
    
    
    Trico Supply GroupRevenues
    
    $
    17,632
    
    
    $
    138,477
    
    
    $
    
    
    
    $
    156,109Operating expenses:Direct operating expenses
    
    
    6,683
    
    
    
    106,981
    
    
    
    
    
    
    
    113,664General and administrative
    
    
    1,142
    
    
    
    8,726
    
    
    
    (8
    )
    
    
    9,860Depreciation and amortization
    
    
    2,954
    
    
    
    12,264
    
    
    
    
    
    
    
    15,218Impairments
    
    
    11,594
    
    
    
    2,429
    
    
    
    
    
    
    
    14,023Gain on sales of assets
    
    
    (15,085
    )
    
    
    (43
    )
    
    
    
    
    
    
    (15,128
    )Total operating expenses
    
    
    7,288
    
    
    
    130,357
    
    
    
    (8
    )
    
    
    137,637Operating income (loss)
    
    
    10,344
    
    
    
    8,120
    
    
    
    8
    
    
    
    18,472Interest expense, net of amounts capitalized
    
    
    (10,491
    )
    
    
    639
    
    
    
    448
    
    
    
    (9,404
    )Interest income
    
    
    65
    
    
    
    3,409
    
    
    
    (824
    )
    
    
    2,650Other income (expense), net
    
    
    2,349
    
    
    
    (593
    )
    
    
    
    
    
    
    1,756Equity income (loss) in investees, net of tax
    
    
    3,560
    
    
    
    2,298
    
    
    
    (5,858
    )
    
    
    Income (loss) before income taxes
    
    
    5,827
    
    
    
    13,873
    
    
    
    (6,226
    )
    
    
    13,474Income tax expense (benefit)
    
    
    (35
    )
    
    
    9,496
    
    
    
    
    
    
    
    9,461Net income (loss)
    
    
    5,862
    
    
    
    4,377
    
    
    
    (6,226
    )
    
    
    4,013Less: Net (income) attributable to noncontrolling interest
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Net income (loss) attributable to Trico Marine Services, Inc.
    
    $
    5,862
    
    
    $
    4,376
    
    
    $
    (6,226
    )
    
    $
    4,012
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, Trico Cayman, 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 Cayman and Trico Holdco that are not part of the Trico
Supply Group and equity income (loss) balances between Trico Shipping and the Subsidiary
Guarantors. 33




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 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
    
    $
    
    
    
    $
    18,042
    
    
    $
    202,000
    
    
    $
    26,695
    
    
    $
    (6,461
    )
    
    $
    240,276Operating expenses:Direct operating expenses
    
    
    
    
    
    
    11,199
    
    
    
    171,805
    
    
    
    21,076
    
    
    
    (6,461
    )
    
    
    197,619General and administrative
    
    
    (200
    )
    
    
    650
    
    
    
    18,308
    
    
    
    17,892
    
    
    
    
    
    
    
    36,650Depreciation and amortization
    
    
    
    
    
    
    4,569
    
    
    
    27,116
    
    
    
    4,023
    
    
    
    
    
    
    
    35,708Impairments
    
    
    
    
    
    
    
    
    
    
    84,188
    
    
    
    
    
    
    
    
    
    
    
    84,188(Gain) loss on sales of assets
    
    
    
    
    
    
    (3,865
    )
    
    
    (21
    )
    
    
    (1,355
    )
    
    
    
    
    
    
    (5,241
    )Total operating expenses
    
    
    (200
    )
    
    
    12,553
    
    
    
    301,396
    
    
    
    41,636
    
    
    
    (6,461
    )
    
    
    348,924Operating income (loss)
    
    
    200
    
    
    
    5,489
    
    
    
    (99,396
    )
    
    
    (14,941
    )
    
    
    
    
    
    
    (108,648
    )Interest expense, net of amounts capitalized
    
    
    (19,298
    )
    
    
    (35,574
    )
    
    
    (1,266
    )
    
    
    (202
    )
    
    
    12,381
    
    
    
    (43,959
    )Interest income
    
    
    3,769
    
    
    
    6,464
    
    
    
    367
    
    
    
    2,884
    
    
    
    (12,381
    )
    
    
    1,103Unrealized gain (loss) on mark-to-market of embedded derivative
    
    
    5,895
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,895Reorganization costs
    
    
    (6,110
    )
    
    
    (3,032
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,142
    )Other income (expense), net
    
    
    
    
    
    
    (46,686
    )
    
    
    (20,549
    )
    
    
    (1,185
    )
    
    
    
    
    
    
    (68,420
    )Equity income (loss) in investees, net of tax
    
    
    (223,405
    )
    
    
    (75,063
    )
    
    
    (167,702
    )
    
    
    
    
    
    
    466,170
    
    
    
    Income (loss) before income taxes
    
    
    (238,949
    )
    
    
    (148,402
    )
    
    
    (288,546
    )
    
    
    (13,444
    )
    
    
    466,170
    
    
    
    (223,171
    )Income tax expense (benefit)
    
    
    
    
    
    
    21,342
    
    
    
    (8,177
    )
    
    
    2,613
    
    
    
    
    
    
    
    15,778Net income (loss) attributable to the respective entity
    
    $
    (238,949
    )
    
    $
    (169,744
    )
    
    $
    (280,369
    )
    
    $
    (16,057
    )
    
    $
    466,170
    
    
    $
    (238,949
    )
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments(4)
    
    
    Trico Supply GroupRevenues
    
    $
    18,042
    
    
    $
    202,000
    
    
    $
    (5,907
    )
    
    $
    214,135Operating expenses:Direct operating expenses
    
    
    11,199
    
    
    
    171,805
    
    
    
    (5,907
    )
    
    
    177,097General and administrative
    
    
    650
    
    
    
    18,308
    
    
    
    (4
    )
    
    
    18,954Depreciation and amortization
    
    
    4,569
    
    
    
    27,116
    
    
    
    
    
    
    
    31,685Impairments
    
    
    
    
    
    
    84,188
    
    
    
    
    
    
    
    84,188Gain on sales of assets
    
    
    (3,865
    )
    
    
    (21
    )
    
    
    
    
    
    
    (3,886
    )Total operating expenses
    
    
    12,553
    
    
    
    301,396
    
    
    
    (5,911
    )
    
    
    308,038Operating income (loss)
    
    
    5,489
    
    
    
    (99,396
    )
    
    
    4
    
    
    
    (93,903
    )Interest expense, net of amounts capitalized
    
    
    (35,574
    )
    
    
    (1,266
    )
    
    
    (589
    )
    
    
    (37,429
    )Interest income
    
    
    6,464
    
    
    
    367
    
    
    
    
    
    
    
    6,831Reorganization costs
    
    
    (3,032
    )
    
    
    
    
    
    
    
    
    
    
    (3,032
    )Other income (expense), net
    
    
    (46,686
    )
    
    
    (20,549
    )
    
    
    
    
    
    
    (67,235
    )Equity income (loss) in investees, net of tax
    
    
    (75,063
    )
    
    
    (167,702
    )
    
    
    242,765
    
    
    
    Income (loss) before income taxes
    
    
    (148,402
    )
    
    
    (288,546
    )
    
    
    242,180
    
    
    
    (194,768
    )Income tax expense (benefit)
    
    
    21,342
    
    
    
    (8,177
    )
    
    
    
    
    
    
    13,165Net income (loss) attributable to Trico Supply Group
    
    $
    (169,744
    )
    
    $
    (280,369
    )
    
    $
    242,180
    
    
    $
    (207,933
    )
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, Trico Cayman., 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 EMSL.(4)
    
    Adjustments include Trico Cayman and Trico Holdco that are not part of the
Trico Supply Group and equity income (loss) balances between Trico Shipping and the Subsidiary
Guarantors. 34




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 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
    
    $
    
    
    
    $
    38,212
    
    
    $
    215,697
    
    
    $
    60,833
    
    
    $
    (13,192
    )
    
    $
    301,550Operating expenses:Direct operating expenses
    
    
    
    
    
    
    18,382
    
    
    
    176,388
    
    
    
    47,131
    
    
    
    (13,192
    )
    
    
    228,709General and administrative
    
    
    2,793
    
    
    
    1,378
    
    
    
    19,840
    
    
    
    16,818
    
    
    
    
    
    
    
    40,829Depreciation and amortization
    
    
    
    
    
    
    5,580
    
    
    
    23,578
    
    
    
    7,461
    
    
    
    
    
    
    
    36,619Impairments
    
    
    
    
    
    
    11,594
    
    
    
    2,429
    
    
    
    
    
    
    
    
    
    
    
    14,023(Gain) loss on sales of assets
    
    
    
    
    
    
    (15,085
    )
    
    
    (52
    )
    
    
    (2,556
    )
    
    
    
    
    
    
    (17,693
    )Total operating expenses
    
    
    2,793
    
    
    
    21,849
    
    
    
    222,183
    
    
    
    68,854
    
    
    
    (13,192
    )
    
    
    302,487Operating income (loss)
    
    
    (2,793
    )
    
    
    16,363
    
    
    
    (6,486
    )
    
    
    (8,021
    )
    
    
    
    
    
    
    (937
    )Interest expense, net of amounts capitalized
    
    
    (19,239
    )
    
    
    (16,659
    )
    
    
    (1,654
    )
    
    
    (197
    )
    
    
    15,171
    
    
    
    (22,578
    )Interest income
    
    
    6,332
    
    
    
    193
    
    
    
    6,581
    
    
    
    3,927
    
    
    
    (15,171
    )
    
    
    1,862Unrealized gain (loss) on mark-to-market of embedded derivative
    
    
    1,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,415Gain on conversions of debt
    
    
    11,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,330Refinancing Costs
    
    
    (6,134
    )
    
    
    
    
    
    
    
    
    
    
    (90
    )
    
    
    
    
    
    
    (6,224
    )Other income (expense), net
    
    
    8,478
    
    
    
    2,270
    
    
    
    (1,325
    )
    
    
    183
    
    
    
    (8,478
    )
    
    
    1,128Equity income (loss) in investees, net of tax
    
    
    4,315
    
    
    
    (73
    )
    
    
    20,944
    
    
    
    
    
    
    
    (25,186
    )
    
    
    Income (loss) before income taxes
    
    
    3,704
    
    
    
    2,094
    
    
    
    18,060
    
    
    
    (4,198
    )
    
    
    (33,664
    )
    
    
    (14,004
    )Income tax expense (benefit)
    
    
    303
    
    
    
    (18,778
    )
    
    
    786
    
    
    
    (980
    )
    
    
    
    
    
    
    (18,669
    )Net income
    
    
    3,401
    
    
    
    20,872
    
    
    
    17,274
    
    
    
    (3,218
    )
    
    
    (33,664
    )
    
    
    4,665Less: Net (income) attributable to noncontrolling interest (3)
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    (1,263
    )
    
    
    
    
    
    
    (1,264
    )Net income (loss) attributable to the respective entity
    
    $
    3,401
    
    
    $
    20,872
    
    
    $
    17,273
    
    
    $
    (4,481
    )
    
    $
    (33,664
    )
    
    $
    3,401
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments (4)
    
    
    Trico Supply GroupRevenues
    
    $
    38,212
    
    
    $
    215,697
    
    
    $
    
    
    
    $
    253,909Operating expenses:Direct operating expenses
    
    
    18,382
    
    
    
    176,388
    
    
    
    
    
    
    
    194,770General and administrative
    
    
    1,378
    
    
    
    19,840
    
    
    
    (8
    )
    
    
    21,210Depreciation and amortization
    
    
    5,580
    
    
    
    23,578
    
    
    
    
    
    
    
    29,158Impairments
    
    
    11,594
    
    
    
    2,429
    
    
    
    
    
    
    
    14,023Gain on sales of assets
    
    
    (15,085
    )
    
    
    (52
    )
    
    
    
    
    
    
    (15,137
    )Total operating expenses
    
    
    21,849
    
    
    
    222,183
    
    
    
    (8
    )
    
    
    244,024Operating income (loss)
    
    
    16,363
    
    
    
    (6,486
    )
    
    
    8
    
    
    
    9,885Interest expense, net of amounts capitalized
    
    
    (16,659
    )
    
    
    (1,654
    )
    
    
    
    
    
    
    (18,313
    )Interest income
    
    
    193
    
    
    
    6,581
    
    
    
    (824
    )
    
    
    5,950Other income (expense), net
    
    
    2,270
    
    
    
    (1,325
    )
    
    
    
    
    
    
    945Equity income (loss) in investees, net of tax
    
    
    (73
    )
    
    
    20,944
    
    
    
    (20,871
    )
    
    
    Income (loss) before income taxes
    
    
    2,094
    
    
    
    18,060
    
    
    
    (21,687
    )
    
    
    (1,533
    )Income tax expense (benefit)
    
    
    (18,778
    )
    
    
    786
    
    
    
    
    
    
    
    (17,992
    )Net income (loss)
    
    
    20,872
    
    
    
    17,274
    
    
    
    (21,687
    )
    
    
    16,459Less: Net (income) attributable to noncontrolling interest
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Net income (loss) attributable to Trico Supply Group
    
    $
    20,872
    
    
    $
    17,273
    
    
    $
    (21,687
    )
    
    $
    16,458
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, Trico Cayman, 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 Cayman and Trico Holdco that are not part of the Trico
Supply Group and equity income (loss) balances between Trico Shipping and the Subsidiary
Guarantors. 35




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW

SIX MONTHS ENDED JUNE 30, 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 operating activities
    
    $
    (3,768
    )
    
    $
    (30,169
    )
    
    $
    29,660
    
    
    $
    (15,441
    )
    
    $
    
    
    
    $
    (19,718
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (67
    )
    
    
    (798
    )
    
    
    (30,256
    )
    
    
    (398
    )
    
    
    
    
    
    
    (31,519
    )Proceeds from sales of assets
    
    
    
    
    
    
    15,439
    
    
    
    
    
    
    
    3,900
    
    
    
    
    
    
    
    19,339Return on equity investment in investee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Investment in unconsolidated affilates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,839
    )
    
    
    
    
    
    
    (5,839
    )Dividend from unconsolidated affiliate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    980
    
    
    
    
    
    
    
    980Decrease (increase) in restricted cash
    
    
    (3,665
    )
    
    
    
    
    
    
    46
    
    
    
    (250
    )
    
    
    
    
    
    
    (3,869
    )Net cash provided by (used in) investing activities
    
    
    (3,732
    )
    
    
    14,641
    
    
    
    (30,210
    )
    
    
    (1,607
    )
    
    
    
    
    
    
    (20,908
    )Cash flows from financing activities:Proceeds from issuance of credit facilities
    
    
    42,345
    
    
    
    28,099
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,444Payments of credit facilities
    
    
    (29,311
    )
    
    
    (12,847
    )
    
    
    (53
    )
    
    
    (629
    )
    
    
    
    
    
    
    (42,840
    )Capital contributions
    
    
    (19,437
    )
    
    
    29,950
    
    
    
    (22,950
    )
    
    
    12,437
    
    
    
    
    
    
    
    Borrowings (repayments) on debt between subsidiaries, net
    
    
    16,000
    
    
    
    (10,408
    )
    
    
    (5,592
    )
    
    
    
    
    
    
    
    
    
    
    Debt issuance costs
    
    
    (2,097
    )
    
    
    (3,867
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,964
    )Net cash provided by (used in) financing activities
    
    
    7,500
    
    
    
    30,927
    
    
    
    (28,595
    )
    
    
    11,808
    
    
    
    
    
    
    
    21,640Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    (476
    )
    
    
    (1,041
    )
    
    
    
    
    
    
    
    
    
    
    (1,517
    )Net increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    14,923
    
    
    
    (30,186
    )
    
    
    (5,240
    )
    
    
    
    
    
    
    (20,503
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    2,617
    
    
    
    37,573
    
    
    
    12,791
    
    
    
    
    
    
    
    52,981Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    17,540
    
    
    $
    7,387
    
    
    $
    7,551
    
    
    $
    
    
    
    $
    32,478
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors(1)
    
    
    Credit GroupNet cash provided by operating activities
    
    $
    (30,169
    )
    
    $
    29,660
    
    
    $
    (509
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (798
    )
    
    
    (30,256
    )
    
    
    (31,054
    )Proceeds from sales of assets
    
    
    15,439
    
    
    
    
    
    
    
    15,439Decrease (increase) in restricted cash
    
    
    
    
    
    
    46
    
    
    
    46Net cash provided by (used in) investing activities
    
    
    14,641
    
    
    
    (30,210
    )
    
    
    (15,569
    )Cash flows from financing activities:Proceeds from issuance of credit facilities
    
    
    28,099
    
    
    
    
    
    
    
    28,099Payments of credit facilities
    
    
    (12,847
    )
    
    
    (53
    )
    
    
    (12,900
    )Capital contributions
    
    
    29,950
    
    
    
    (22,950
    )
    
    
    7,000Borrowings (repayments) on debt between subsidiaries, net
    
    
    (10,408
    )
    
    
    (5,592
    )
    
    
    (16,000
    )Debt issuance costs
    
    
    (3,867
    )
    
    
    
    
    
    
    (3,867
    )Net cash provided by (used in) financing activities
    
    
    30,927
    
    
    
    (28,595
    )
    
    
    2,332Effect of exchange rate changes on cash and cash equivalents
    
    
    (476
    )
    
    
    (1,041
    )
    
    
    (1,517
    )Net increase (decrease) in cash and cash equivalents
    
    
    14,923
    
    
    
    (30,186
    )
    
    
    (15,263
    )Cash and cash equivalents at beginning of period
    
    
    2,617
    
    
    
    37,573
    
    
    
    40,190Cash and cash equivalents at end of period
    
    $
    17,540
    
    
    $
    7,387
    
    
    $
    24,927
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, Trico Cayman, 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. 36




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW

SIX MONTHS ENDED JUNE 30, 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 operating activities
    
    $
    (11,083
    )
    
    $
    23,800
    
    
    $
    13,323
    
    
    $
    5,233
    
    
    $
    (2,598
    )
    
    $
    28,675Cash flows from investing activities:Purchases of property and equipment
    
    
    (541
    )
    
    
    (2,095
    )
    
    
    (43,980
    )
    
    
    (2,232
    )
    
    
    
    
    
    
    (48,848
    )Proceeds from sales of assets
    
    
    
    
    
    
    26,224
    
    
    
    
    
    
    
    3,800
    
    
    
    
    
    
    
    30,024Return on equity investment in investee
    
    
    32,903
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32,903
    )
    
    
    Decrease (increase) in restricted cash
    
    
    
    
    
    
    
    
    
    
    107
    
    
    
    108
    
    
    
    
    
    
    
    215Net cash provided by (used in) investing activities
    
    
    32,362
    
    
    
    24,129
    
    
    
    (43,873
    )
    
    
    1,676
    
    
    
    (32,903
    )
    
    
    (18,609
    )Cash flows from financing activities:Payment for exchange of convertible debentures
    
    
    (12,676
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,676
    )Borrowings (repayments) on revolving credit facilities, net
    
    
    (14,478
    )
    
    
    (49,447
    )
    
    
    15,201
    
    
    
    (629
    )
    
    
    
    
    
    
    (49,353
    )Borrowings (repayments) on debt between subsidiaries, net
    
    
    12,099
    
    
    
    (11,851
    )
    
    
    (15,248
    )
    
    
    15,000
    
    
    
    
    
    
    
    Dividend to parent
    
    
    
    
    
    
    
    
    
    
    (2,598
    )
    
    
    (32,903
    )
    
    
    35,501
    
    
    
    Dividend to noncontrolling partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,120
    )
    
    
    
    
    
    
    (6,120
    )Debt issuance costs
    
    
    (6,224
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,224
    )Net cash provided by (used in) financing activities
    
    
    (21,279
    )
    
    
    (61,298
    )
    
    
    (2,645
    )
    
    
    (24,652
    )
    
    
    35,501
    
    
    
    (74,373
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    1,065
    
    
    
    3,698
    
    
    
    
    
    
    
    
    
    
    
    4,763Net increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    (12,304
    )
    
    
    (29,497
    )
    
    
    (17,743
    )
    
    
    
    
    
    
    (59,544
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    16,355
    
    
    
    48,133
    
    
    
    30,125
    
    
    
    
    
    
    
    94,613Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    4,051
    
    
    $
    18,636
    
    
    $
    12,382
    
    
    $
    
    
    
    $
    35,069
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors(1)
    
    
    Credit GroupNet cash provided by operating activities
    
    $
    23,800
    
    
    $
    13,323
    
    
    $
    37,123Cash flows from investing activities:Purchases of property and equipment
    
    
    (2,095
    )
    
    
    (43,980
    )
    
    
    (46,075
    )Proceeds from sales of assets
    
    
    26,224
    
    
    
    
    
    
    
    26,224Increase in restricted cash
    
    
    
    
    
    
    107
    
    
    
    107Net cash provided by (used in) investing activities
    
    
    24,129
    
    
    
    (43,873
    )
    
    
    (19,744
    )Cash flows from financing activities:Proceeds and (repayments) of revolving credit facilities, net
    
    
    (49,447
    )
    
    
    15,201
    
    
    
    (34,246
    )Borrowings (repayments) on debt between subsidiaries, net
    
    
    (11,851
    )
    
    
    (15,248
    )
    
    
    (27,099
    )Dividend to parent
    
    
    
    
    
    
    (2,598
    )
    
    
    (2,598
    )Net cash provided by (used in) financing activities
    
    
    (61,298
    )
    
    
    (2,645
    )
    
    
    (63,943
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    1,065
    
    
    
    3,698
    
    
    
    4,763Net increase (decrease) in cash and cash equivalents
    
    
    (12,304
    )
    
    
    (29,497
    )
    
    
    (41,801
    )Cash and cash equivalents at beginning of period
    
    
    16,355
    
    
    
    48,133
    
    
    
    64,488Cash and cash equivalents at end of period
    
    $
    4,051
    
    
    $
    18,636
    
    
    $
    22,687
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, Trico Cayman, 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. 37




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##### Table of Contents



18. Subsequent Events
 U.S. Credit Facility.
  Forbearance
Agreement for 8.125% Debentures.
 Trico Shipping Working Capital Facility.
 Notice of Delisting
 Cancellation of Tebma Contracts.
 38




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##### Table of Contents



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  
    
    our ability to retain and motivate management and key employees;
    
    our ability to continue to make payments when due, and to comply with our
obligations, under our credit facilities and our other indebtedness;
    
    our ability to continue as a going concern;
    
    the outcome of our dispute with Tebma;
    
    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;
    
    uncertainties and risks relating to or caused by the April 2010 explosion and fire on a deepwater U.S. Gulf
of Mexico drilling rig, the resulting losses and the U.S. Department of Interior moratorium on deepwater
drilling;
    
    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.
 39




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##### Table of Contents



40




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Immediate Risks, Uncertainties, and Going Concern
     41




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##### Table of Contents



Overview
     42




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##### Table of Contents



Our Outlook
     Reduce our debt level and carefully manage liquidity and cash flow .
  
 43




---



##### Table of Contents




    
    We, our financial advisor, Evercore Partners, and our restructuring advisor, AlixPartners, are in discussions with some of our existing debt holders regarding restructuring our indebtedness;
    
    We are conserving cash by minimizing capital expenditures and managing working capital;
and
    
    We are pursuing the sale of additional vessels and other assets.
 Maximize our vessel utilization and our service spreads.
 Reduce exposure to a declining offshore towing and supply vessel business.
 Market Outlook Demand for our Vessels and Services
  Subsea Services.
 Subsea Protection and Trenching.
 Towing and Supply.
 Other Items
 Tebma.
 44




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##### Table of Contents



Asset Sales.
 Non-GAAP Financial Measures
    45




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Adjusted EBITDA
    
    $
    5,842
    
    
    $
    31,184
    
    
    $
    4,754
    
    
    $
    33,799Depreciation and amortization
    
    
    (17,895
    )
    
    
    (18,547
    )
    
    
    (35,708
    )
    
    
    (36,619
    )Impairments
    
    
    (84,188
    )
    
    
    (14,023
    )
    
    
    (84,188
    )
    
    
    (14,023
    )Stock-based compensation
    
    
    1,663
    
    
    
    (1,063
    )
    
    
    1,253
    
    
    
    (1,787
    )Gain on sale of assets
    
    
    4,377
    
    
    
    17,684
    
    
    
    5,241
    
    
    
    17,693Operating income (loss)
    
    $
    (90,201
    )
    
    $
    15,235
    
    
    $
    (108,648
    )
    
    $
    (937
    )
 Results of Operations
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues:Subsea services
    
    $
    75,755
    
    
    $
    78,916
    
    
    $
    (3,161
    )
    
    
    (4)%
    
    
    $
    131,386
    
    
    $
    137,562
    
    
    $
    (6,176
    )
    
    
    (4)%Subsea trenching and protection
    
    
    50,871
    
    
    
    68,353
    
    
    
    (17,482
    )
    
    
    (26)%
    
    
    
    72,666
    
    
    
    94,403
    
    
    
    (21,737
    )
    
    
    (23)%Towing & supply
    
    
    17,935
    
    
    
    32,463
    
    
    
    (14,528
    )
    
    
    (45)%
    
    
    
    36,224
    
    
    
    69,585
    
    
    
    (33,361
    )
    
    
    (48)%Total revenues
    
    
    144,561
    
    
    
    179,732
    
    
    
    (35,171
    )
    
    
    (20)%
    
    
    
    240,276
    
    
    
    301,550
    
    
    
    (61,274
    )
    
    
    (20)%Operating income (loss):Subsea services
    
    
    (82,436
    )
    
    
    (10,392
    )
    
    
    (72,044
    )
    
    
    693%
    
    
    
    (90,279
    )
    
    
    (15,871
    )
    
    
    (74,408
    )
    
    
    469%Subsea trenching and protection
    
    
    513
    
    
    
    14,915
    
    
    
    (14,402
    )
    
    
    (97)%
    
    
    
    (1,475
    )
    
    
    11,679
    
    
    
    (13,154
    )
    
    
    (113)%Towing & supply
    
    
    (1,642
    )
    
    
    17,443
    
    
    
    (19,085
    )
    
    
    (109)%
    
    
    
    (3,150
    )
    
    
    16,984
    
    
    
    (20,134
    )
    
    
    (119)%Corporate
    
    
    (6,636
    )
    
    
    (6,731
    )
    
    
    95
    
    
    
    (1)%
    
    
    
    (13,744
    )
    
    
    (13,729
    )
    
    
    (15
    )
    
    
    0%Total operating income (loss)
    
    
    (90,201
    )
    
    
    15,235
    
    
    
    (105,436
    )
    
    
    (692)%
    
    
    
    (108,648
    )
    
    
    (937
    )
    
    
    (107,711
    )
    
    
    11,495%Equity in net income (loss) of investee
    
    
    187
    
    
    
    
    
    
    
    187
    
    
    
    100%
    
    
    
    (1,637
    )
    
    
    
    
    
    
    (1,637
    )
    
    
    (100)%Interest income
    
    
    175
    
    
    
    790
    
    
    
    (615
    )
    
    
    (78)%
    
    
    
    1,103
    
    
    
    1,862
    
    
    
    (759
    )
    
    
    (41)%Interest expense, net of amounts capitalized
    
    
    (21,606
    )
    
    
    (11,665
    )
    
    
    (9,941
    )
    
    
    85%
    
    
    
    (43,959
    )
    
    
    (22,578
    )
    
    
    (21,381
    )
    
    
    95%Unrealized gain on mark-to-market of
embedded derivative
    
    
    614
    
    
    
    476
    
    
    
    138
    
    
    
    29%
    
    
    
    5,895
    
    
    
    1,415
    
    
    
    4,480
    
    
    
    317%Gain on conversions of debt
    
    
    
    
    
    
    551
    
    
    
    (551
    )
    
    
    (100)%
    
    
    
    
    
    
    
    11,330
    
    
    
    (11,330
    )
    
    
    (100)%Refinancing costs
    
    
    
    
    
    
    (6,224
    )
    
    
    6,224
    
    
    
    (100)%
    
    
    
    
    
    
    
    (6,224
    )
    
    
    6,224
    
    
    
    (100)%Reorganization costs
    
    
    (9,142
    )
    
    
    
    
    
    
    (9,142
    )
    
    
    (100)%
    
    
    
    (9,142
    )
    
    
    
    
    
    
    (9,142
    )
    
    
    (100)%Foreign exchange gain (loss)
    
    
    (47,209
    )
    
    
    2,956
    
    
    
    (50,165
    )
    
    
    (1,697)%
    
    
    
    (66,663
    )
    
    
    2,563
    
    
    
    (69,226
    )
    
    
    (2,701)%Other expense, net
    
    
    (301
    )
    
    
    (1,099
    )
    
    
    798
    
    
    
    (73)%
    
    
    
    (120
    )
    
    
    (1,435
    )
    
    
    1,315
    
    
    
    (92)%Income (loss) before income taxes
    
    
    (167,483
    )
    
    
    1,020
    
    
    
    (168,503
    )
    
    
    (16,520)%
    
    
    
    (223,171
    )
    
    
    (14,004
    )
    
    
    (209,167
    )
    
    
    1,494%Income tax (benefit) expense
    
    
    (7,082
    )
    
    
    (3,641
    )
    
    
    (3,441
    )
    
    
    95%
    
    
    
    15,778
    
    
    
    (18,669
    )
    
    
    34,447
    
    
    
    (185)%Net income (loss)
    
    
    (160,401
    )
    
    
    4,661
    
    
    
    (165,062
    )
    
    
    (3,541)%
    
    
    
    (238,949
    )
    
    
    4,665
    
    
    
    (243,614
    )
    
    
    (5,222)%Less: Net income attributable to the
noncontrolling interest
    
    
    
    
    
    
    (514
    )
    
    
    514
    
    
    
    (100)%
    
    
    
    
    
    
    
    (1,264
    )
    
    
    1,264
    
    
    
    (100)%Net income (loss) attributable to Trico
Marine Services, Inc.
    
    $
    (160,401
    )
    
    $
    4,147
    
    
    $
    (164,548
    )
    
    
    (3,968)%
    
    
    $
    (238,949
    )
    
    $
    3,401
    
    
    $
    (242,350
    )
    
    
    (7,126)%
 46




---



##### Table of Contents



Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2010
    
    2009
    
    2010
    
    2009Average Day Rates:Towing and SupplyNorth Sea Class (1)
    
    $
    14,105
    
    
    $
    17,012
    
    
    $
    14,202
    
    
    $
    18,167OSVs (2)
    
    
    9,105
    
    
    
    6,645
    
    
    
    9,036
    
    
    
    6,909Utilization:SubseaMSVs (3)
    
    
    98
    %
    
    
    92
    %
    
    
    85
    %
    
    
    83
    %SPSVs/MPSVs (4)
    
    
    50
    %
    
    
    80
    %
    
    
    55
    %
    
    
    74
    %Subsea Trenching and Protection
    
    
    85
    %
    
    
    98
    %
    
    
    68
    %
    
    
    95
    %Towing and SupplyNorth Sea Class
    
    
    91
    %
    
    
    76
    %
    
    
    92
    %
    
    
    79
    %OSVs
    
    
    86
    %
    
    
    66
    %
    
    
    73
    %
    
    
    66
    %Average number of Vessels:SubseaMSVs
    
    
    8.0
    
    
    
    9.7
    
    
    
    8.0
    
    
    
    9.4SPSVs/MPSVs (5)
    
    
    5.4
    
    
    
    7.0
    
    
    
    5.7
    
    
    
    7.0Subsea Trenching and Protection
    
    
    4.0
    
    
    
    4.8
    
    
    
    4.0
    
    
    
    4.1Towing and SupplyNorth Sea Class (5)
    
    
    6.0
    
    
    
    12.3
    
    
    
    6.0
    
    
    
    12.6OSVs (5)
    
    
    12.6
    
    
    
    37.4
    
    
    
    14.8
    
    
    
    37.7
 
 (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 deconsolidation of Eastern Marine Services Limited
(EMSL), the number of vessels decreased. Including the EMSL vessels, our average number of
vessels would have been 6.4, 9.0 and 19.9 for SPSVs/MPSVs, the North Sea Class and OSVs,
respectively, for the three months ended June 30, 2010 and 6.7, 9.0 and 22.2 for SPSVs/MPSVs,
the North Sea Class and OSVs, respectively, for the six months ended June 30, 2010. Overall Results
  47




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##### Table of Contents



Segment Results
 Subsea Services
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(in thousands, except percentages)Revenues
    
    $
    75,755
    
    
    $
    78,916
    
    
    $
    (3,161
    )
    
    
    (4%)
    
    
    $
    131,386
    
    
    $
    137,562
    
    
    $
    (6,176
    )
    
    
    (4%)Operating expenses:Direct operating expenses
    
    
    64,784
    
    
    
    62,297
    
    
    
    2,487
    
    
    
    4%
    
    
    
    113,885
    
    
    
    113,537
    
    
    
    348
    
    
    
    0%General and administrative
    
    
    4,280
    
    
    
    3,807
    
    
    
    473
    
    
    
    12%
    
    
    
    9,022
    
    
    
    8,142
    
    
    
    880
    
    
    
    11%Depreciation and amortization
    
    
    9,808
    
    
    
    9,181
    
    
    
    627
    
    
    
    7%
    
    
    
    19,563
    
    
    
    17,731
    
    
    
    1,832
    
    
    
    10%Impairments
    
    
    79,188
    
    
    
    14,023
    
    
    
    65,165
    
    
    
    465%
    
    
    
    79,188
    
    
    
    14,023
    
    
    
    65,165
    
    
    
    465%Loss on sale of assets
    
    
    131
    
    
    
    
    
    
    
    131
    
    
    
    100%
    
    
    
    7
    
    
    
    
    
    
    
    7
    
    
    
    100%Total operating expenses
    
    
    158,191
    
    
    
    89,308
    
    
    
    68,883
    
    
    
    77%
    
    
    
    221,665
    
    
    
    153,433
    
    
    
    68,232
    
    
    
    44%Operating loss
    
    $
    (82,436
    )
    
    $
    (10,392
    )
    
    $
    (72,044
    )
    
    
    693%
    
    
    $
    (90,279
    )
    
    $
    (15,871
    )
    
    $
    (74,408
    )
    
    
    469%
 Deep
Endeavour
 Subsea Trenching and Protection
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(in thousands, except percentages)Revenues
    
    $
    50,871
    
    
    $
    68,353
    
    
    $
    (17,482
    )
    
    
    (26%)
    
    
    $
    72,666
    
    
    $
    94,403
    
    
    $
    (21,737
    )
    
    
    (23%)Operating expenses:Direct operating expenses
    
    
    36,701
    
    
    
    45,012
    
    
    
    (8,311
    )
    
    
    (18%)
    
    
    
    53,054
    
    
    
    65,448
    
    
    
    (12,394
    )
    
    
    (19%)General and administrative
    
    
    4,575
    
    
    
    3,917
    
    
    
    658
    
    
    
    17%
    
    
    
    7,591
    
    
    
    8,580
    
    
    
    (989
    )
    
    
    (12%)Depreciation and amortization
    
    
    4,082
    
    
    
    4,518
    
    
    
    (436
    )
    
    
    (10%)
    
    
    
    8,496
    
    
    
    8,712
    
    
    
    (216
    )
    
    
    (2%)Impairments
    
    
    5,000
    
    
    
    
    
    
    
    5,000
    
    
    
    100%
    
    
    
    5,000
    
    
    
    
    
    
    
    5,000
    
    
    
    100%Gain on sale of assets
    
    
    
    
    
    
    (9
    )
    
    
    9
    
    
    
    (100%)
    
    
    
    
    
    
    
    (16
    )
    
    
    16
    
    
    
    (100%)Total operating expenses
    
    
    50,358
    
    
    
    53,438
    
    
    
    (3,080
    )
    
    
    (6%)
    
    
    
    74,141
    
    
    
    82,724
    
    
    
    (8,583
    )
    
    
    (10%)Operating income (loss)
    
    $
    513
    
    
    $
    14,915
    
    
    $
    (14,402
    )
    
    
    (97%)
    
    
    $
    (1,475
    )
    
    $
    11,679
    
    
    $
    (13,154
    )
    
    
    (113%)
  48




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##### Table of Contents



Towing and Supply
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(in thousands, except percentages)Revenues
    
    $
    17,935
    
    
    $
    32,463
    
    
    $
    (14,528
    )
    
    
    (45
    %)
    
    $
    36,224
    
    
    $
    69,585
    
    
    $
    (33,361
    )
    
    
    (48
    %)Operating expenses:Direct operating expenses
    
    
    16,978
    
    
    
    22,912
    
    
    
    (5,934
    )
    
    
    (26
    %)
    
    
    30,680
    
    
    
    49,724
    
    
    
    (19,044
    )
    
    
    (38
    %)General and administrative
    
    
    3,504
    
    
    
    5,006
    
    
    
    (1,502
    )
    
    
    (30
    %)
    
    
    6,994
    
    
    
    10,528
    
    
    
    (3,534
    )
    
    
    (34
    %)Depreciation and amortization
    
    
    3,603
    
    
    
    4,769
    
    
    
    (1,166
    )
    
    
    (24
    %)
    
    
    6,948
    
    
    
    10,018
    
    
    
    (3,070
    )
    
    
    (31
    %)Gain on sales of assets
    
    
    (4,508
    )
    
    
    (17,667
    )
    
    
    13,159
    
    
    
    (74
    %)
    
    
    (5,248
    )
    
    
    (17,669
    )
    
    
    12,421
    
    
    
    (70
    %)Total operating expenses
    
    
    19,577
    
    
    
    15,020
    
    
    
    4,557
    
    
    
    30
    %
    
    
    39,374
    
    
    
    52,601
    
    
    
    (13,227
    )
    
    
    (25
    %)Operating income (loss)
    
    $
    (1,642
    )
    
    $
    17,443
    
    
    $
    (19,085
    )
    
    
    (109
    %)
    
    $
    (3,150
    )
    
    $
    16,984
    
    
    $
    (20,134
    )
    
    
    (119
    %)
  Corporate
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % Change
    
    
    2010
    
    
    2009
    
    
    $ Change
    
    
    % Change(in thousands, except percentages)Operating expenses:General and administrative
    
    $
    6,234
    
    
    $
    6,660
    
    
    $
    (426
    )
    
    
    (6
    %)
    
    $
    13,043
    
    
    $
    13,579
    
    
    $
    (536
    )
    
    
    (4
    %)Depreciation and amortization
    
    
    402
    
    
    
    79
    
    
    
    323
    
    
    
    409
    %
    
    
    701
    
    
    
    158
    
    
    
    543
    
    
    
    344
    %Gain on sales of assets
    
    
    
    
    
    
    (8
    )
    
    
    8
    
    
    
    (100
    %)
    
    
    
    
    
    
    (8
    )
    
    
    8
    
    
    
    (100
    %)Total operating expenses
    
    
    6,636
    
    
    
    6,731
    
    
    
    (95
    )
    
    
    (1
    %)
    
    
    13,744
    
    
    
    13,729
    
    
    
    15
    
    
    
    0
    %Operating loss
    
    $
    (6,636
    )
    
    $
    (6,731
    )
    
    $
    95
    
    
    
    (1
    %)
    
    $
    (13,744
    )
    
    $
    (13,729
    )
    
    $
    (15
    )
    
    
    0
    %
  Other Items
 Three Months Ended June 30,
    
    Six Months Ended June 30,2010
    
    2009
    
    $ Change
    
    % Change
    
    2010
    
    2009
    
    $ Change
    
    % Change(in thousands, except percentages)Equity in net income (loss) of investee
    
    $
    187
    
    
    $
    
    
    
    $
    187
    
    
    
    100
    %
    
    $
    (1,637
    )
    
    $
    
    
    
    $
    (1,637
    )
    
    
    100
    %Interest income
    
    
    175
    
    
    
    790
    
    
    
    (615
    )
    
    
    (78
    %)
    
    
    1,103
    
    
    
    1,862
    
    
    
    (759
    )
    
    
    (41
    %)Interest expense, net of amounts capitalized
    
    
    (21,606
    )
    
    
    (11,665
    )
    
    
    (9,941
    )
    
    
    85
    %
    
    
    (43,959
    )
    
    
    (22,578
    )
    
    
    (21,381
    )
    
    
    95
    %Unrealized gain on mark-to-market of embedded derivative
    
    
    614
    
    
    
    476
    
    
    
    138
    
    
    
    29
    %
    
    
    5,895
    
    
    
    1,415
    
    
    
    4,480
    
    
    
    317
    %Gain on conversions of debt
    
    
    
    
    
    
    551
    
    
    
    (551
    )
    
    
    (100
    %)
    
    
    
    
    
    
    11,330
    
    
    
    (11,330
    )
    
    
    (100
    %)Refinancing costs
    
    
    
    
    
    
    (6,224
    )
    
    
    6,224
    
    
    
    (100
    %)
    
    
    
    
    
    
    (6,224
    )
    
    
    6,224
    
    
    
    (100
    %)Reorganization costs
    
    
    (9,142
    )
    
    
    
    
    
    
    (9,142
    )
    
    
    (100
    %)
    
    
    (9,142
    )
    
    
    
    
    
    
    (9,142
    )
    
    
    (100
    %)Foreign exchange gain (loss)
    
    
    (47,209
    )
    
    
    2,956
    
    
    
    (50,165
    )
    
    
    (1697
    %)
    
    
    (66,663
    )
    
    
    2,563
    
    
    
    (69,226
    )
    
    
    (2701
    %)Other expense, net
    
    
    (301
    )
    
    
    (1,099
    )
    
    
    798
    
    
    
    (73
    %)
    
    
    (120
    )
    
    
    (1,435
    )
    
    
    1,315
    
    
    
    (92
    %)Income tax (benefit) expense
    
    
    (7,082
    )
    
    
    (3,641
    )
    
    
    (3,441
    )
    
    
    95
    %
    
    
    15,778
    
    
    
    (18,669
    )
    
    
    34,447
    
    
    
    (185
    %)Net income attributable to the noncontrolling interest
    
    
    
    
    
    
    (514
    )
    
    
    514
    
    
    
    (100
    %)
    
    
    
    
    
    
    (1,264
    )
    
    
    1,264
    
    
    
    (100
    %)
 Equity in net income (loss) of investee.
 49




---



##### Table of Contents



Interest expense, net of amounts capitalized.
 Unrealized gain on mark-to-market of embedded derivative.
 Gain on conversions of debt.
 Refinancing costs.
 Reorganization costs.
 Foreign exchange gain (loss).
 Income tax (benefit) expense.
 Net income attributable to the noncontrolling interest.
 50




---



##### Table of Contents



Liquidity and Capital Resources
 Overview
     Liquidity Sufficiency
   51




---



##### Table of Contents



52




---



##### Table of Contents



Other Liquidity Items
  Current Debt at
    
    
    December 31, 2009June 30, 2010
    
    
    Current
    
    
    Long-Term
    
    
    Total$25 million U.S. Credit Facility Agreement, maturing in December 2011
    
    $
    24,500
    
    
    $
    11,347
    
    
    $
    
    
    
    $
    11,347$202.8 million face amount, 8.125% Debentures, net of unamortized
discount of $9.5 million and $12.3 million as of June 30, 2010 and
December 31, 2009, respectively, interest payable semi-annually in
arrears, maturing on February 1, 2013
    
    
    193,309
    
    
    
    19,774
    
    
    
    170,696
    
    
    
    190,470$150.0 million face amount, 3% Debentures, net of unamortized
discount of $26.9 million and $30.0 million as of June 30, 2010 and
December 31, 2009, respectively, interest payable semi-annually in
arrears, maturing on January 15, 2027
    
    
    123,113
    
    
    
    
    
    
    
    119,992
    
    
    
    119,992$400.0 million face amount, Senior Secured Notes, net of unamortized
discount of $13.0 million and $14.1 million as of June 30, 2010 and
December 31, 2009, respectively, interest payable semi-annually in
arrears, maturing on November 1, 2014
    
    
    387,011
    
    
    
    
    
    
    
    385,925
    
    
    
    385,925$65 million Trico Shipping Working Capital Facility, maturing
December 2011 and January 2014
    
    
    35,254
    
    
    
    20,000
    
    
    
    
    
    
    
    20,0006.11% Notes, principal and interest due in 30 semi-annual
installments, maturing April 2014
    
    
    5,028
    
    
    
    1,258
    
    
    
    4,399
    
    
    
    5,657Insurance note
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    119Motor vehicle leases
    
    
    72
    
    
    
    87
    
    
    
    47
    
    
    
    134Fresh-start debt premium
    
    
    223
    
    
    
    
    
    
    
    253
    
    
    
    253Total debt
    
    $
    768,510
    
    
    $
    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
    
    TMI
    
    Trico Marine
Services, Inc. and
U.S. Maritime
Administration
    
    No maintenance
covenantsSenior Secured Notes
    
    Various
    
    Trico Shipping
    
    Trico Supply and
subsidiaries, Trico
Marine Services,
Trico Holdco and
Trico Cayman
    
    (1), (2)Trico Shipping Working 
Capital Facility
    
    Nordea Bank Finland
PLC / Unicredit AG
(Unicredit)/Tennenbaum
DIP
Opportunity Fund
LLC/Tennenbaum
Opportunities
Partners V,
    
    Trico Shipping
    
    Trico Supply and
subsidiaries, Trico
Marine Services,
Trico Holdco and
Trico Cayman
    
    (1), (2)LP/Special Value
Continuation
Partners LP
 53




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##### Table of Contents



Facility
    
    Lender(s)
    
    Borrower
    
    Guarantor
    
    Financial CovenantsU.S. Credit Facility
    
    Tennenbaum DIP
Opportunity Fund
LLC/Tennenbaum
Opportunities
Partners V,
LP/Special Value
Continuation
Partners LP
    
    Trico Marine Services, Inc.
    
    TMA, TMO
    
    (3), (4), (5), (6), (7)
 
 (1)
    
    Minimum cash and cash equivalents, or liquidity, of Trico Supply, Trico Shipping and Trico
Shippings subsidiaries that guarantee the debt, on a consolidated basis, of no less than $20
million ($15 million for the months of February and March 2011 if Trico Shipping does not
receive anticipated refunds prior to the end of either month) as of the end of each fiscal
month during the forbearance period. Cash and cash equivalents totaled $24.5 million as of July 31, 2010 for the above-referenced guarantors.(2)
    
    Minimum consolidated cash flow of Trico Supply for the preceding twelve-month period measured
as of the end of each fiscal month during the forbearance period.(3)
    
    Minimum monthly cumulative EBITDA for the period beginning
June 1, 2010.(4)
    
    Minimum cumulative cash flow for the period beginning
June 11, 2010 requires cash flows of no less than $(6.3) million for the period ending July 23, 2010, $(11.9) million for the period ending August 11, 2010 and $(22.1) million for the period ending September 17, 2010.(5)
    
    Minimum cumulative cash flows for various four, five, or six week periods beginning with the period ending July 23, 2010.(6)
    
    Maintenance capital expenditures  limits the amount of maintenance capital expenditures in any given fiscal year(7)
    
    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 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 were 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
    
    
    
    Requirement to
    
    Minimum Requirement toRequirement as of
    
    June 30, 2010
    
    be met on July
    
    be met on September 30,Facility
    
    Financial Covenant
    
    June 30, 2010
    
    Results
    
    31, 2010
    
    2010Senior Secured Notes
and Trico Shipping
Working Capital
Facility
    
    Liquidity
    
    $20 million
    
    $24.9 million
    
    $20 million
    
    $20 millionSenior Secured Notes
and Trico Shipping
Working Capital
Facility
    
    LTM Consolidated
Cash Flow
    
    $57.1 million
    
    $57.4 million
    
    $54.8 million
    
    $45.9 millionU.S. Credit Facility
    
    Minimum
Cumulative EBITDA
    
    $3.5 million
    
    $(1.0) million
    
    $(5.0) million
    
    $(6.5) million
 54




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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.
    
    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 $1
million in other indebtedness (other than the 8.125% Debentures, 3%
Debentures, the Senior Secured Notes or
the Trico Shipping Working Capital Facility unless, in the case of the Senior Secured Notes
and the Trico Shipping Working Capital Facility, such debt is accelerated), 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.
    
    The Senior Secured Notes allow the lenders to accelerate such indebtedness if there is a
default on other indebtedness (other than debt of, or guaranteed by, us, Trico Holdco and
Trico Cayman during the forbearance period) 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. During the forbearance period, the cross default provision
does not apply to either the 8.125% Debentures or 3.0% Debentures. 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 (other than during the forbearance period) that is continuing or if we or any
of our subsidiaries were to be in default on more than $10 million ($5 million during the
forbearance period) in other indebtedness (other than debt of, or guaranteed by, us, Trico
Holdco and Trico Cayman during the forbearance period), 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.
 
 55




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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)
    
    $
    817,666
    
    
    $
    817,666
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest on fixed rate debt(3)
    
    
    89,025
    
    
    
    89,025
    
    
    
    
    
    
    
    
    
    
    
    Interest on variable rate debt(4)
    
    
    7,980
    
    
    
    7,980
    
    
    
    
    
    
    
    
    
    
    
    Vessel construction obligations(5)
    
    
    30,091
    
    
    
    28,891
    
    
    
    1,200
    
    
    
    
    
    
    
    Time charter and equipment leases
    
    
    233,030
    
    
    
    97,852
    
    
    
    77,031
    
    
    
    44,267
    
    
    
    13,880Operating lease obligations
    
    
    12,539
    
    
    
    2,827
    
    
    
    3,489
    
    
    
    2,185
    
    
    
    4,038Pension obligations
    
    
    4,164
    
    
    
    309
    
    
    
    655
    
    
    
    708
    
    
    
    2,492Total
    
    $
    1,194,495
    
    
    $
    1,044,550
    
    
    $
    82,375
    
    
    $
    47,160
    
    
    $
    20,410
 
 (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 $13.0 million, $26.9 million and
$9.5 million, respectively, at June 30, 2010.(2)
    
    All of our debt was classified as current as of June 30, 2010. We are in default on
the 8.125% Debentures due to, among other things, non-payment of interest and principal within
applicable grace periods. We did not make the July 15, 2010 interest payment 56




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on the 3% Debentures prior to the expiration of the 30-day grace period, which provides
the trustee and/or certain
debt holders the ability to declare an event of default and accelerate the debt.
The Senior Secured Notes and Trico Shipping Working Capital Facility are subject to
forbearance agreements which require us to remain in compliance with certain requirements
including minimum liquidity and minimum consolidated cash flow.
We believe it is highly unlikely that we will remain in compliance in future periods with
covenants requiring us to achieve financial thresholds, including an EBITDA threshold in the U.S.
Credit Facility, Senior Secured Notes and the Trico Shipping Working Capital Facility and a
liquidity threshold in the Senior Secured Notes and the Trico Shipping Working Capital Facility.
In particular, we expect that we may not be in compliance with financial covenants requiring us to
achieve specific EBITDA targets measured over the trailing twelve months.

 The
U.S. Credit Facility is classified as current due to the requirement that we file for
bankruptcy by September 8, 2010. The 6.11% Notes are classified as current due to the
requirement that Trico Marine Services, as guarantor under the 6.11% Notes, is required to
file bankruptcy by September 8, 2010 to avoid an event of default under the U.S. Credit
Facility.(3)
    
    Primarily includes the semi-annual interest payments on Senior Secured Notes, the
8.125% Debentures, the 3% Debentures and the 6.11% Notes.(4)
    
    For the purpose of this calculation, amounts assume interest rates on floating rate
obligations remain unchanged from levels at June 30, 2010, throughout the life of the
obligation.(5)
    
    Reflects committed expenditures for two new build MPSVs and does not reflect the
future capital expenditures budgeted for periods presented which are discretionary. On July
15, 2010, we took action to cancel the construction of four additional new build
MPSVs for which we had construction contracts with Tebma, and previously committed expenditures
for these vessels are not included in these amounts. In the first six months of 2010, we sold
four OSVs, one SPSV and one AHTS for net proceeds of $19.3 million.  Cash Flows
  Six Months Ended June 30,2010
    
    
    2009Cash flow
provided by
(used in) operations
    
    $
    (19,718
    )
    
    $
    28,675Cash flow used in investing
    
    
    (20,908
    )
    
    
    (18,609
    )Cash flow provided by (used in) financing
    
    
    21,640
    
    
    
    (74,373
    )Effect of exchange rate changes on cash
and cash equivalents
    
    
    (1,517
    )
    
    
    4,763
    57




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Critical Accounting Policies
  Recent Accounting Standards
  
 Item 3.
    
    Quantitative and Qualitative  Disclosures About Market Risk
  
 Item 4.
    
    Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
    58




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(b) Changes in Internal Control Over Financial Reporting
  (c) Managements Remediation Plans
     59




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60




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  We have a substantial amount of indebtedness that we are unable to service and that
contains covenants with which we are unable to comply.
    
    
    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.
  61




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62




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An event of default will occur under the U.S. Credit Facility if we do not commence a
voluntary case in the Bankruptcy Court prior to September 8, 2010.
  Our forecasted cash and available credit capacity are not sufficient to meet our commitments
as they come due and we do not expect that we will be able to remain in compliance with our debt
covenants.
   63




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Our refund guarantees may not be valid or cover all of our losses in the event of a
termination of our newbuild vessel construction contracts. We may not be able to draw on the refund
guarantees even if we lawfully terminate the newbuild vessel construction contracts.
   We may not be able to obtain funding or obtain funding on acceptable terms because of our
financial circumstances and the deterioration of the credit and capital markets. This may hinder or
prevent us from meeting our future capital needs.
   64




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Our holding company structure and the terms of the Senior Secured Notes may adversely affect
our ability to meet our obligations.
   65




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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;
    
    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;
 66




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##### Table of Contents




    
    materially impair any security interest with respect to the collateral; and
    
    restrict distributions or other payments to us or other subsidiaries.
  The moratorium on drilling offshore in the United States, as well as changes in and compliance
with restrictions or regulations on offshore drilling in the U.S. Gulf of Mexico and in other areas
around the world, may adversely affect our business and operating results and reduce the need for
our services in those areas.
  
 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
 Amendments to U.S. Credit Facility.
 Forbearance
Agreement for 8.125% Debentures.
 Management Changes.
   
 Item 6. Exhibits
  ExhibitNumber2.1
    
    Joint Prepackaged Plan of Reorganization, dated November 12, 2004, 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 filed
November 12, 2004, SEC File No. 000-28316).2.2
    
    Plan Support Agreement, as amended, dated September 8, 2004, by and among the Company, Trico
Marine Assets, Inc., Trico Marine Operators, Inc., and investor parties thereto (incorporated
by reference to Exhibit 99.3 to our Current Report on Form 8-K filed November 15, 2004, SEC
File No. 000-28316).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, SEC File
No. 000-28316).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, SEC File No.
001-33402).3.3
    
    Amendments to Second Amended and Restated Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Appendix B and Appendix C to the Companys Proxy
Statement on Schedule 14A filed April 28, 2010, SEC File No. 001-33402).3.4
    
    Certificate of Designation of Series A Junior Participating Preferred Stock of the Company,
dated April 9, 2007 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K
filed April 10, 2007, SEC File No. 000-28316).3.5
    
    Certificate of Elimination of Series A Junior Participating Preferred Stock of the Company,
dated April 28, 2008 (incorporated by reference to Exhibit 3.1 to our Current Report on Form
8-K filed April 29, 2008, SEC File No. 001-33402).
 67




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ExhibitNumber3.6
    
    Ninth Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to
our Current Report on Form 8-K filed September 30, 2009, SEC File No. 001-33402).4.1
    
    Indenture, dated February 7, 2007, between the Company and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to Exhibit 10.18 to our Annual Report on
Form 10-K filed March 2, 2007, SEC File No. 000-28316).4.2
    
    Indenture, dated May 14, 2009, between the Company 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, SEC File No. 001-33402).4.3
    
    Indenture, dated 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, SEC File No. 001-33402).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, SEC File No. 000-28316).4.5
    
    Warrant Agreement, dated March 16, 2005, by and between Trico Marine Services, Inc. and Mellon
Investor Services, L.L.C. (incorporated by reference to Exhibit 4.2 to the Companys Current
Report on Form 8-K filed March 16, 2005, SEC File No. 000-28316).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, SEC File No. 000-28316).4.7
    
    Form of Warrant (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K
filed May 12, 2009, SEC File No. 001-33402).4.8
    
    Phantom Stock Units Agreement, dated May 22, 2008, between the Company and West Supply IV AS
(incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K/A filed June 16,
2008, SEC File No. 001-33402).4.9
    
    Form of Phantom Stock Units Agreement, dated May 15, 2008, by and between the Company 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, SEC File No.
001-33402).4.10
    
    Stock Appreciation Rights Agreement by and between the Company and the Participants, dated
March 13, 2009 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K
filed March 17, 2009, SEC File No. 001-33402).4.11
    
    First Supplemental Indenture, dated June 25, 2010, to Indenture, dated October 30, 2009, by and
among Trico Shipping AS, the guarantors party thereto and Deutsche Bank National Trust Company
as successor trustee to Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to our
Current Report on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.1
    
    Second Amended and Restated Credit Agreement dated June 11, 2010, by and among the Company, the
guarantors party thereto, the lenders party thereto, Nordea Bank Finland plc, New York Branch
as collateral agent, and Obsidian Agency Services, Inc. as administrative agent (incorporated
by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 14, 2010, SEC File
No. 001-33402).10.2
    
    Amendment No. 1 to Credit Agreement, dated June 25, 2010, to the Second Amended and Restated
Credit Agreement, dated June 11, 2010, by and among the Company, the guarantors party thereto,
the lenders party thereto, Nordea Bank Finland plc, New York Branch as collateral agent, and
Obsidian Agency Services, Inc. as administrative agent (incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.3
    
    Second Amendment to Credit Agreement and Forbearance Agreement, dated June 17, 2010, to Credit
Agreement, dated October 30, 2009, by and among Trico Shipping AS, the guarantors party
thereto, the lenders party thereto, Nordea Bank Finland plc, New York Branch as administrative
agent and book-runner, and Nordea Bank Finland plc, New York Branch and Unicredit Bank AG
(f/k/a Bayerische Hypo- Und Vereinsbank), as lead arrangers (incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.4
    
    Third Amendment to Credit Agreement and Forbearance Agreement, dated June 29, 2010, to Credit
Agreement, dated October 30, 2009, by and among Trico Shipping AS, the guarantors party
thereto, the lenders party thereto, Nordea Bank Finland plc, New York Branch as administrative
agent and book-runner, and Nordea Bank Finland plc, New York Branch and Unicredit Bank AG
(f/k/a Bayerische Hypo- Und Vereinsbank), as lead arrangers (incorporated by reference to
Exhibit 10.3 to our Current Report on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.5
    
    First Amendment, dated June 29, 2010, to Collateral Agency and Intercreditor Agreement, dated
October 30, 2009, by and among Trico Shipping AS, the guarantors party thereto, Nordea Bank
Finland plc, New York Branch, as the Working Capital Facility Agent, Deutsche Bank National
Trust Company (as successor trustee to Wells Fargo Bank, N.A.), as Trustee, and Wilmington
Trust FSB, as Collateral Agent (incorporated by reference to Exhibit 10.4 to our Current Report
on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.6
    
    Tenth Amendment to Amended and Restated Credit Agreement, dated April 16, 2010, to the
Amended and Restated Credit Agreement, dated August 29, 2008, by and among the Company, 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 April 22, 2010, SEC File No. 001-33402).10.7
    
    Eleventh Amendment to Amended and Restated Credit Agreement, dated April 23, 2010, to the
Amended and Restated Credit Agreement, dated August 29, 2008, by and among the Company, 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 April 27, 2010, SEC File No. 001-33402).10.8*
    
    The Companys 2010 Long-Term Incentive Plan (incorporated by reference to Appendix A to the
Companys Proxy Statement on Schedule 14A filed April 28, 2010, SEC File No. 001-33402).
 68




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ExhibitNumber10.9*
    
    Change of Control Agreement, dated April 16, 2010, by and between the Company and Jeff Favret.
(1)31.1
    
    Chief Executive Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002. (1)31.2
    
    Chief Financial Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002. (1)32.1
    
    Officers certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
 
 *
    
    Management Contract or Compensation Plan or Arrangement.(1)
    
    Filed herewith.(2)
    
    Furnished herewith. 69




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##### Table of Contents



SIGNATURE
  TRICO MARINE SERVICES, INC.
(Registrant)By:
    /s/ Geoff JonesGeoff JonesChief Financial Officer
(Authorized Signatory and
Principal Financial Officer)
Date: August 16, 2010 70




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EXHIBIT INDEX
 ExhibitNumber2.1
    
    Joint Prepackaged Plan of Reorganization, dated November 12, 2004, 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 filed
November 12, 2004, SEC File No. 000-28316).2.2
    
    Plan Support Agreement, as amended, dated September 8, 2004, by and among the Company, Trico
Marine Assets, Inc., Trico Marine Operators, Inc., and investor parties thereto (incorporated
by reference to Exhibit 99.3 to our Current Report on Form 8-K filed November 15, 2004, SEC
File No. 000-28316).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, SEC File
No. 000-28316).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, SEC File No.
001-33402).3.3
    
    Amendments to Second Amended and Restated Certificate of Incorporation, as amended, of the
Company (incorporated by reference to Appendix B and Appendix C to the Companys Proxy
Statement on Schedule 14A filed April 28, 2010, SEC File No. 001-33402).3.4
    
    Certificate of Designation of Series A Junior Participating Preferred Stock of the Company,
dated April 9, 2007 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K
filed April 10, 2007, SEC File No. 000-28316).3.5
    
    Certificate of Elimination of Series A Junior Participating Preferred Stock of the Company,
dated April 28, 2008 (incorporated by reference to Exhibit 3.1 to our Current Report on Form
8-K filed April 29, 2008, SEC File No. 001-33402).3.6
    
    Ninth Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to
our Current Report on Form 8-K filed September 30, 2009, SEC File No. 001-33402).4.1
    
    Indenture, dated February 7, 2007, between the Company and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to Exhibit 10.18 to our Annual Report on
Form 10-K filed March 2, 2007, SEC File No. 000-28316).4.2
    
    Indenture, dated May 14, 2009, between the Company 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, SEC File No. 001-33402).4.3
    
    Indenture, dated 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, SEC File No. 001-33402).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, SEC File No. 000-28316).4.5
    
    Warrant Agreement, dated March 16, 2005, by and between Trico Marine Services, Inc. and Mellon
Investor Services, L.L.C. (incorporated by reference to Exhibit 4.2 to the Companys Current
Report on Form 8-K filed March 16, 2005, SEC File No. 000-28316).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, SEC File No. 000-28316).4.7
    
    Form of Warrant (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K
filed May 12, 2009, SEC File No. 001-33402).4.8
    
    Phantom Stock Units Agreement, dated May 22, 2008, between the Company and West Supply IV AS
(incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K/A filed June 16,
2008, SEC File No. 001-33402).4.9
    
    Form of Phantom Stock Units Agreement, dated May 15, 2008, by and between the Company 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, SEC File No.
001-33402).
 71




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ExhibitNumber4.10
    
    Stock Appreciation Rights Agreement by and between the Company and the Participants, dated
March 13, 2009 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K
filed March 17, 2009, SEC File No. 001-33402).4.11
    
    First Supplemental Indenture, dated June 25, 2010, to Indenture, dated October 30, 2009, by and
among Trico Shipping AS, the guarantors party thereto and Deutsche Bank National Trust Company
as successor trustee to Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to our
Current Report on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.1
    
    Second Amended and Restated Credit Agreement dated June 11, 2010, by and among the Company, the
guarantors party thereto, the lenders party thereto, Nordea Bank Finland plc, New York Branch
as collateral agent, and Obsidian Agency Services, Inc. as administrative agent (incorporated
by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 14, 2010, SEC File
No. 001-33402).10.2
    
    Amendment No. 1 to Credit Agreement, dated June 25, 2010, to the Second Amended and Restated
Credit Agreement, dated June 11, 2010, by and among the Company, the guarantors party thereto,
the lenders party thereto, Nordea Bank Finland plc, New York Branch as collateral agent, and
Obsidian Agency Services, Inc. as administrative agent (incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.3
    
    Second Amendment to Credit Agreement and Forbearance Agreement, dated June 17, 2010, to Credit
Agreement, dated October 30, 2009, by and among Trico Shipping AS, the guarantors party
thereto, the lenders party thereto, Nordea Bank Finland plc, New York Branch as administrative
agent and book-runner, and Nordea Bank Finland plc, New York Branch and Unicredit Bank AG
(f/k/a Bayerische Hypo- Und Vereinsbank), as lead arrangers (incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.4
    
    Third Amendment to Credit Agreement and Forbearance Agreement, dated June 29, 2010, to Credit
Agreement, dated October 30, 2009, by and among Trico Shipping AS, the guarantors party
thereto, the lenders party thereto, Nordea Bank Finland plc, New York Branch as administrative
agent and book-runner, and Nordea Bank Finland plc, New York Branch and Unicredit Bank AG
(f/k/a Bayerische Hypo- Und Vereinsbank), as lead arrangers (incorporated by reference to
Exhibit 10.3 to our Current Report on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.5
    
    First Amendment, dated June 29, 2010, to Collateral Agency and Intercreditor Agreement, dated
October 30, 2009, by and among Trico Shipping AS, the guarantors party thereto, Nordea Bank
Finland plc, New York Branch, as the Working Capital Facility Agent, Deutsche Bank National
Trust Company (as successor trustee to Wells Fargo Bank, N.A.), as Trustee, and Wilmington
Trust FSB, as Collateral Agent (incorporated by reference to Exhibit 10.4 to our Current Report
on Form 8-K filed July 1, 2010, SEC File No. 001-33402).10.6
    
    Tenth Amendment to Amended and Restated Credit Agreement, dated April 16, 2010, to the Amended
and Restated Credit Agreement, dated August 29, 2008, by and among the Company, 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 April 22, 2010, SEC File No. 001-33402).10.7
    
    Eleventh Amendment to Amended and Restated Credit Agreement, dated April 23, 2010, to the
Amended and Restated Credit Agreement, dated August 29, 2008, by and among the Company, 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 April 27, 2010, SEC File No. 001-33402).10.8*
    
    The Companys 2010 Long-Term Incentive Plan (incorporated by reference to Appendix A to the
Companys Proxy Statement on Schedule 14A filed April 28, 2010, SEC File No. 001-33402).10.9*
    
    Change of Control Agreement, dated April 16, 2010, by and between the Company and Jeff Favret.
(1)31.1
    
    Chief Executive Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002. (1)31.2
    
    Chief Financial Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002. (1)32.1
    
    Officers certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
 
 *
    
    Management Contract or Compensation Plan or Arrangement.(1)
    
    Filed herewith.(2)
    
    Furnished herewith. 72