##### 



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 0-28316
 Trico Marine Services, Inc.
  Delaware
    
    72-1252405(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)3200 Southwest Freeway, Suite 2950, Houston, Texas
    
    77027(Address of principal executive offices)
    
    (Zip code)
  þ o
  o þ o o
  o þ
 þ o




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TRICO MARINE SERVICES, INC.
REPORT FORM 10-Q
FOR THE QUARTER ENDED March 31, 2008
 TABLE OF CONTENTS
 PagePart I.Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets  March 31, 2008 and December 31, 2007
    
    1Consolidated Statements of Income  Three Months Ended March 31, 2008 and 2007
    
    2Consolidated Statements of Cash Flows  Three Months Ended March 31, 2008 and 2007
    
    3Notes to the Consolidated Financial Statements
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    23Item 4. Controls and Procedures
    
    23Part II.Other Information
    
    23Item 1. Legal Proceedings
    
    23Item 1A. Risk Factors
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    24Item 3. Defaults upon Senior Securities
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    24Item 5. Other Information
    
    24Item 6. Exhibits
    
    24Signature
    
    26
  i




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##### 



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS  (unaudited)

(In thousands, except share amounts)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    143,153
    
    
    $
    131,463Restricted cash
    
    
    1,119
    
    
    
    4,747Accounts receivable, net
    
    
    53,298
    
    
    
    47,253Prepaid expenses and other current assets
    
    
    5,539
    
    
    
    5,023Assets held for sale
    
    
    1,500
    
    
    
    3,786Total current assets
    
    
    204,609
    
    
    
    192,272Property and equipment:Land and buildings
    
    
    42
    
    
    
    117Marine vessels
    
    
    301,932
    
    
    
    285,656Construction-in-progress
    
    
    297,272
    
    
    
    255,749Transportation and other
    
    
    2,467
    
    
    
    3,574601,713
    
    
    
    545,096Less accumulated depreciation and amortization
    
    
    (80,744
    )
    
    
    (71,482
    )Net property and equipment
    
    
    520,969
    
    
    
    473,614Restricted cash  noncurrent
    
    
    3,844
    
    
    
    3,813Other assets
    
    
    13,079
    
    
    
    12,045Total assets
    
    $
    742,501
    
    
    $
    681,744LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term and current maturities of debt
    
    $
    5,258
    
    
    $
    3,258Accounts payable
    
    
    12,742
    
    
    
    15,480Accrued expenses
    
    
    19,475
    
    
    
    22,896Accrued insurance reserve
    
    
    2,009
    
    
    
    2,508Accrued interest
    
    
    1,130
    
    
    
    2,152Foreign taxes payable
    
    
    4,926
    
    
    
    4,627Income taxes payable
    
    
    1,172
    
    
    
    1,347Total current liabilities
    
    
    46,712
    
    
    
    52,268Long-term debt, including premium
    
    
    167,273
    
    
    
    157,287Foreign taxes payable
    
    
    68,966
    
    
    
    64,777Deferred revenues on unfavorable contracts
    
    
    544
    
    
    
    599Other liabilities
    
    
    3,938
    
    
    
    3,713Total liabilities
    
    
    287,433
    
    
    
    278,644Noncontrolling interest
    
    
    12,651
    
    
    
    12,878Commitments and contingenciesStockholders equity:Preferred stock, $0.01 par value, 5,000,000
shares authorized and no shares issued at March
31, 2008 and December 31, 2007
    
    
    
    
    
    
    Common stock, $0.01 par value, 25,000,000 shares
authorized and 15,497,014 and 15,013,076 shares
issued outstanding at March 31, 2008 and December
31, 2007, respectively
    
    
    155
    
    
    
    150Warrants  Series A
    
    
    1,640
    
    
    
    1,645Warrants  Series B
    
    
    
    
    
    
    632Additional paid-in capital
    
    
    260,614
    
    
    
    245,134Retained earnings
    
    
    152,512
    
    
    
    141,611Accumulated other comprehensive income, net of tax
    
    
    45,100
    
    
    
    18,654Treasury stock, at cost
    
    
    (17,604
    )
    
    
    (17,604
    )Total stockholders equity
    
    
    442,417
    
    
    
    390,222Total liabilities and stockholders equity
    
    $
    742,501
    
    
    $
    681,744
 The accompanying notes are an integral part of these consolidated financial statements.
 1




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##### 



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME  (unaudited)
(In thousands, except per share amounts)
 Three months ended March 31,2008
    
    
    2007Revenues:Charter hire
    
    $
    58,138
    
    
    $
    60,667Other vessel income
    
    
    1,037
    
    
    
    1,302Total revenues
    
    
    59,175
    
    
    
    61,969Operating expenses:Direct vessel operating expenses
    
    
    32,994
    
    
    
    31,409General and administrative
    
    
    10,767
    
    
    
    7,148Depreciation and amortization
    
    
    6,747
    
    
    
    5,466Gain on sales of assets
    
    
    (2,837
    )
    
    
    (2,837
    )Total operating expenses
    
    
    47,671
    
    
    
    41,186Operating income
    
    
    11,504
    
    
    
    20,783Interest income
    
    
    1,578
    
    
    
    2,718Interest expense, net of amounts capitalized
    
    
    
    
    
    
    (783
    )Foreign exchange gain (loss)
    
    
    1,267
    
    
    
    (466
    )Other loss, net
    
    
    (323
    )
    
    
    (375
    )Income before income taxes and noncontrolling interest in
consolidated subsidiary
    
    
    14,026
    
    
    
    21,877Income tax expense
    
    
    2,284
    
    
    
    8,944Income before noncontrolling interest in (income) loss of
consolidated subsidiary
    
    
    11,742
    
    
    
    12,933Noncontrolling interest in (income) loss of consolidated subsidiary
    
    
    (841
    )
    
    
    1,651Net income
    
    $
    10,901
    
    
    $
    14,584Earnings per common share:Basic
    
    $
    0.76
    
    
    $
    0.99Diluted
    
    $
    0.73
    
    
    $
    0.95
 The accompanying notes are an integral part of these consolidated financial statements.
 2




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##### 



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (unaudited)
(In thousands)
 Three months ended March 31,2008
    
    
    2007Net income
    
    $
    10,901
    
    
    $
    14,584Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    6,747
    
    
    
    5,580Amortization of non-cash deferred revenues
    
    
    (89
    )
    
    
    (208
    )Deferred income taxes
    
    
    2,103
    
    
    
    8,115Gain on sales of assets
    
    
    (2,837
    )
    
    
    (2,837
    )Provision for doubtful accounts
    
    
    
    
    
    
    (19
    )Stock based compensation
    
    
    844
    
    
    
    637Noncontrolling interest in income (loss) of consolidated subsidiary
    
    
    841
    
    
    
    (1,651
    )Change in operating assets and liabilities
    
    
    (12,902
    )
    
    
    2,107Net cash provided by operating activities
    
    
    5,608
    
    
    
    26,308Cash flows from investing activities:Purchases of property and equipment
    
    
    (31,892
    )
    
    
    (4,221
    )Proceeds from sales of assets
    
    
    5,123
    
    
    
    4,533Purchases of available-for-sale securities
    
    
    
    
    
    
    (27,473
    )Decrease in restricted cash
    
    
    3,661
    
    
    
    153Net cash used in investing activities
    
    
    (23,108
    )
    
    
    (27,008
    )Cash flows from financing activities:Net proceeds from issuance of common stock
    
    
    
    
    
    
    30Net proceeds from exercises of warrants and options
    
    
    11,901
    
    
    
    Proceeds from issuance of debt
    
    
    12,000
    
    
    
    150,000Debt issuance costs
    
    
    (273
    )
    
    
    (4,804
    )Net cash provided by financing activities
    
    
    23,628
    
    
    
    145,226Effect of exchange rate changes on cash and cash equivalents
    
    
    5,562
    
    
    
    1,301Net increase in cash and cash equivalents
    
    
    11,690
    
    
    
    145,827Cash and cash equivalents at beginning of period
    
    
    131,463
    
    
    
    114,173Cash and cash equivalents at end of period
    
    $
    143,153
    
    
    $
    260,000Supplemental information:Income taxes paid
    
    $
    219
    
    
    $
    1,023Interest paid
    
    $
    2,194
    
    
    $
    Noncash investing and financing
activities  interest capitalized
    
    $
    1,172
    
    
    $
    
 The accompanying notes are an integral part of these consolidated financial statements.
 3




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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
 1. Organization and Basis of Presentation
     2. Recent Accounting Standards
   4




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2. Recent Accounting Standards (continued)
    3. Sales of Assets
  5




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##### 



4. Earnings Per Share
  Three months endedMarch 31,2008
    
    
    2007Net income
    
    $
    10,901
    
    
    $
    14,584Weighted-average shares of common stock outstanding:Basic
    
    
    14,411
    
    
    
    14,693Add dilutive effect of:Stock options and nonvested restricted stock
    
    
    133
    
    
    
    198Warrants
    
    
    375
    
    
    
    391Diluted
    
    
    14,919
    
    
    
    15,282Earnings per Common Share:Basic
    
    $
    0.76
    
    
    $
    0.99Diluted
    
    $
    0.73
    
    
    $
    0.95
    5. Warrants to Purchase Common Stock
  6




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6. Comprehensive Income
  Three months endedMarch 31,2008
    
    
    2007Net income
    
    $
    10,901
    
    
    $
    14,584Foreign currency translation gain
    
    
    26,361
    
    
    
    3,561Pension costs
    
    
    85
    
    
    
    Total comprehensive income
    
    $
    37,347
    
    
    $
    18,145
  As of
    
    
    As ofMarch 31, 2008
    
    
    December 31, 2007Cumulative foreign currency translation gains
    
    $
    45,930
    
    
    $
    19,569Unrecognized pension costs
    
    
    (830
    )
    
    
    (915
    )Accumulated other comprehensive income
    
    $
    45,100
    
    
    $
    18,654
 7. Stock-Based Compensation
   Restricted Stock
 Number of
    
    
    
    Grant-DateShares Granted
    
    Vesting Period
    
    Fair Value120,756
    
    3 years (1)
    
    $
    32.16
    (4)59,477
    
    3 years (subject to market conditions) (2)
    
    $
    20.32
    (3)3,109
    
    30 days from date of grant (5)
    
    $
    32.16
    (4)183,342
 
 (1)
    
    Forfeiture restrictions lapse at the end of the three-year period ending on the
anniversary of date of grant. The grant-date fair value was based the Companys
closing stock price on the date of grant.(2)
    
    Forfeiture restrictions lapse only upon the occurrence of certain conditions as
follows:If the average three-year stock price of the Company over the period ending on the
third anniversary of the date of grant is: (a) less than $34.43, none of the shares
will vest; (b) $34.43 or greater but less than $40.54, from 20% up to a certain
percentage of the shares less than 100% calculated based on linear interpolation,
will vest; and (c) $40.54 or greater, 100% of the shares will vest, orIf the Companys closing stock price during any consecutive 20-day period, after the
first anniversary of the award, equals or exceeds $42.53, all shares become
immediately vested. 7




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7. Stock-Based Compensation (continued)
 
 (3)
    
    The grant-date fair value of the restricted stock was calculated using a
lattice valuation model which incorporated various assumptions. The valuation
determined various probabilities of vesting which were incorporated into the
grant-date fair value. A derived service period (requisite service period) was
also calculated reflecting a median of 1.31 years.(4)
    
    Grant-date fair value of award is based on the Companys closing stock price
on the date of grant.(5)
    
    Granted to a new director upon his election to the Board of Directors of the
Company. Stock Options
 Number of
    
    
    
    
    
    
    
    
    
    Grant-DateOptions Granted
    
    Vesting Period
    
    Exercise Price
    
    Fair Value5,000
    
    3 years
    
    $
    32.16
    
    
    $
    10.36
  8. Taxes
     8




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8. Taxes (continued)
 Accounting for Uncertainty in Income Taxes
    Accounting for Income
Taxes
 9




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##### 



9. Debt
  March 31, 2008
    
    
    December 31, 20073.00% Senior Convertible Debentures,
payable semi-annually in arrears,
maturing on January 15, 2027
    
    $
    150,000
    
    
    $
    150,0006.11% Notes, principal and interest
due in 30 semi-annual installments,
maturing April 2014, collateralized
by two marine vessels
    
    
    8,174
    
    
    
    8,174US Revolving Credit Facility
Agreement, bearing interest at LIBOR
plus an applicable margin ranging
from 1.25% to 1.75%, maturing January
2011
    
    
    10,000
    
    
    
    EMSL Revolving Credit Facility
Agreement, bearing interest at
LIBOR(1) plus a margin of
0.08%
    
    
    4,000
    
    
    
    2,000Fresh-start debt premium(2)
    
    
    357
    
    
    
    371Total debt
    
    
    172,531
    
    
    
    160,545Less current maturities
    
    
    (5,258
    )
    
    
    (3,258
    )Long-term debt, including premium
    
    $
    167,273
    
    
    $
    157,287
 
 (1)
    
    The three-month London inter-bank offered rate (LIBOR) for the period ended March 31, 2008
and December 31, 2007 was 2.69% and 4.7%, respectively..(2)
    
    During the application of fresh-start accounting in March 2005, resulting from the Companys
emergence from Chapter 11 protection, the Company recorded a fair-value adjustment to its
fixed rate 6.11% Notes of approximately $0.5 million as a result of current interest rates
being lower than the Companys stated interest rates on its fixed-rate debt. Fair value was
determined using discounted future cash flows based on quoted market prices, where available,
on its current incremental borrowing rates for similar types of borrowing arrangements as of
the exit date of emergence from Chapter 11. This premium is being amortized over the
remaining life of the debt using the effective interest rate method, which will lower future
interest expense. Senior Convertible Debentures.
  10




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##### 



9. Debt (continued)
    U.S. Credit Facility.
 EMSL Credit Facility Agreement.
 NOK Revolver.
  11




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##### 



Subsea Credit Facility . ,
 10. Employee Benefit Plans
  Three months ended March 31,2008
    
    
    2007Service Cost
    
    $
    216
    
    
    $
    164Interest Cost
    
    
    73
    
    
    
    53Return on Plan Assets
    
    
    (90
    )
    
    
    (61
    )Social Security Obligations
    
    
    31
    
    
    
    45Net Actuarial Loss
    
    
    18
    
    
    
    9Net Periodic Benefit Cost
    
    $
    248
    
    
    $
    210
    11. Commitments and Contingencies
 Litigation
 Plan of Reorganization Proceeding
  12




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##### 



11. Commitments and Contingencies (continued)
  Brazilian Tax Assessments.
    13




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##### 



12. Segment Information
   Three months ended March 31, 2008
 U.S.
    
    North Sea
    
    West Africa
    
    Other
    
    TotalsRevenues from external customers(1)
    
    $
    8,037
    
    
    $
    34,747
    
    
    $
    10,748
    
    
    $
    5,643
    
    
    $
    59,175Intersegment revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,653
    
    
    
    4,653Operating income
    
    
    (2,566
    )
    
    
    13,798
    
    
    
    3,144
    
    
    
    (2,872
    )
    
    
    11,504
 Three months ended March 31, 2007
 U.S.
    
    North Sea
    
    West Africa
    
    Other
    
    TotalsRevenues from external customers(1)
    
    $
    18,117
    
    
    $
    30,448
    
    
    $
    9,917
    
    
    $
    3,487
    
    
    $
    61,969Intersegment revenues(2)
    
    
    315
    
    
    
    590
    
    
    
    338
    
    
    
    
    
    
    
    1,243Operating income
    
    
    7,999
    
    
    
    12,981
    
    
    
    4,964
    
    
    
    (5,161
    )
    
    
    20,783
 
 (1)
    
    Includes amortization of non-cash deferred revenues of $0.1 million and $0.2 million for
the three months ended March 31, 2008 and 2007, respectively.(2)
    
    Amounts are eliminated in consolidation. 13. Consolidated Minority Owned Subsidiaries
  Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity
 14




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  CAUTIONARY STATEMENTS
  
    
    our objectives, business plans or strategies, and projected or anticipated benefits or
other consequences of such plans or strategies;
    
    the results, timing, outcome or effect of pending or potential litigation, our
intentions or expectations of prevailing with respect thereto and the availability of
insurance coverage in connection therewith;
    
    our ability to repatriate cash from foreign operations if and when needed;
    
    projected or anticipated benefits from future or past acquisitions;
    
    projections involving revenues, operating results, cash provided from operations and
available borrowings, or our anticipated capital expenditures or other capital projects;
and
    
    future expectations and outlook and any other statements regarding future growth, cash
needs, operations, business plans, financial results and any other statements which are not
historical facts.
    Overview
    15




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##### 



Our Outlook
 
    
    Expand our presence in the subsea services markets.   We seek to acquire or partner
with companies providing subsea services by offering sophisticated vessels and service
packages for subsea work. We expect that the resulting contracts will generally produce
higher margins and will be longer in duration than those in our traditional towing and
supply market. We believe the subsea market is growing at a faster rate and will provide a
higher rate of return on new vessel construction than our traditional towing and supply
market.
    
    Continue to upgrade our fleet.   Our upgrade program aims to improve our fleets
capabilities and reduce its average age by focusing on more sophisticated next generation
vessels with broad customer applicability which can be deployed worldwide. Our upgrade
program has a specific emphasis on vessels capable of supporting a variety of subsea work.
We intend to continue to increase the number of vessels we have working in the subsea
market by:
 o
    
    purchasing vessels from subsea service companies in return for long-term contracts;o
    
    constructing purpose-specific vessels for customers under long-term contracts;o
    
    acquiring companies that own these vessels or have favorable contracts to build such vessels; ando
    
    converting certain platform supply vessels that can be readily upgraded when
current charter contracts expire, through the addition of cranes, moon pools, helidecks
and accommodation units to make them more suitable for subsea and/or seismic
activities.
 
    
    Continue to focus on international markets.   We will continue to capitalize on our
experience, personnel and fleet to expand our presence in emerging markets, while
leveraging the strengths of our global partners. Our goal is to continue to efficiently
deploy our vessels into profitable operations, potentially through the use of joint
ventures, and with an emphasis on prudent mobilizations from the Gulf of Mexico to regions
that have stronger long-term growth fundamentals, more favorable contracting terms and
lower operating cost structures. Consistent with this strategy, we have reduced the number
of our vessels in the Gulf of Mexico by more than 70% since 2004, including mobilizing
three vessels in the first quarter of 2008.
    
    Leverage our global geographic presence to exploit repositioning opportunities.   By
leveraging the expertise and resources of our global operations, we seek to identify and
exploit opportunities to reposition vessels that are underutilized or inefficiently
utilized. By moving assets among geographic regions or utilizing vessels in alternative
service modes, we believe we can increase profitability.
    
    Maintain a conservative financial profile.   We use a centralized and disciplined
approach to pricing to achieve a balance of spot exposure and term contracts. Our
expansion into the subsea market is intended to have a stabilizing influence on our cash
flows, resulting from the longer-term contracts more prevalent in that market sector as
compared to our traditional towing and supply business. We also intend to maintain our
conservative capital structure, which we believe is a prudent financial strategy in our
highly cyclical industry.
 Non-GAAP Financial Measures
  16




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##### 



Three months ended March 31,2008
    
    
    2007Net income
    
    $
    10,901
    
    
    $
    14,584Depreciation and amortization
    
    
    6,747
    
    
    
    5,466Amortization of non-cash deferred revenues
    
    
    (87
    )
    
    
    (208
    )Interest expense
    
    
    
    
    
    
    783Income tax expense
    
    
    2,284
    
    
    
    8,944Stock-based compensation
    
    
    844
    
    
    
    637Gain on sale of assets
    
    
    (2,837
    )
    
    
    (2,837
    )Interest income
    
    
    (1,578
    )
    
    
    (2,718
    )Foreign
currency exchange (gain) loss
    
    
    (1,267
    )
    
    
    466Amortization
of deferred financing costs and other
    
    
    323
    
    
    
    375Noncontrolling interest in income (loss) of consolidated subsidiary
    
    
    841
    
    
    
    (1,651
    )Adjusted EBITDA
    
    $
    16,171
    
    
    $
    23,841
  Three months ended March 31,2008
    
    
    2007Adjusted EBITDA
    
    $
    16,171
    
    
    $
    23,841Gain on sale of assets
    
    
    2,837
    
    
    
    2,837Stock-based compensation
    
    
    (844
    )
    
    
    (637
    )Depreciation and amortization
    
    
    (6,660
    )
    
    
    (5,258
    )Operating income
    
    $
    11,504
    
    
    $
    20,783
 17




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##### 



Results of Operations
  Month of
    
    
    Three months ended March 31,April 2008
    
    
    2008
    
    
    2007Average Day RatesTowing and SupplyAHTSs(1)
    
    $
    31,035
    
    
    $
    39,373
    
    
    $
    32,189PSVs
    
    
    17,734
    
    
    
    17,959
    
    
    
    18,540OSVs
    
    
    7,692
    
    
    
    7,163
    
    
    
    9,755Crew/Line
    
    
    5,797
    
    
    
    5,879
    
    
    
    5,373SubseaSPSVs
    
    $
    23,235
    
    
    $
    18,709
    
    
    $
    17,864UtilizationTowing and SupplyAHTSs(1)
    
    
    76
    %
    
    
    87
    %
    
    
    92
    %PSVs
    
    
    91
    %
    
    
    91
    %
    
    
    91
    %OSVs
    
    
    83
    %
    
    
    77
    %
    
    
    69
    %Crew/Line
    
    
    53
    %
    
    
    54
    %
    
    
    83
    %SubseaSPSVs
    
    
    68
    %
    
    
    94
    %
    
    
    90
    %Average number of VesselsTowing and SupplyAHTSs(1)
    
    
    6.0
    
    
    
    6.0
    
    
    
    6.0PSVs
    
    
    7.0
    
    
    
    7.0
    
    
    
    7.0OSVs
    
    
    38.0
    
    
    
    38.2
    
    
    
    39.5Crew/Line
    
    
    6.2
    
    
    
    7.0
    
    
    
    8.0SubseaSPSVs
    
    
    5.0
    
    
    
    5.0
    
    
    
    5.0
 
 (1)
    
    Anchor handling, towing and supply vessels. Towing and Supply Vessels.
 18




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##### 



Subsea Vessels
  Revenues.
  Direct Operating Expenses.
 General & Administrative Expenses.
 Depreciation and Amortization Expense.
 Gain on Sale of Assets.
 Interest Expense.
 Interest Income.
 Income Tax Expense.
 19




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##### 



Noncontrolling Interest in Consolidated Subsidiary.
 Liquidity and Capital Resources
 Debt
 Senior Convertible Debentures.
    U.S. Credit Facility.
 20




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##### 



EMSL Credit Facility Agreement.
 NOK Revolver.
  Subsea Credit Facility . ,
 Capital Requirements
    21




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##### 



Recent Changes in Norwegian Tax Laws.
 EMSL.
 Cash Flows
     Our Critical Accounting Policies
  Recent Accounting Standards
  22




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##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4.    Controls and Procedures.
   
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
   
 Item 1A. Risk Factors.
   Our charter and bylaws may discourage unsolicited takeover proposals and could prevent shareholders
from realizing a premium on their common stock.
  23




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##### 



PART II  OTHER INFORMATION (continued)
 
 Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3.  DEFAULTS UPON SENIOR SECURITIES
  
 Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Item 5.  OTHER INFORMATION
  
 Item 6. Exhibits.
  ExhibitNumber3.1
    
    Second Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to our Current
Report on Form 8-K filed March 16, 2005).3.2
    
    Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 3.1 to our Current Report on Form 8-K filed April 10,
2007).3.3
    
    Certificate of Elimination of Series A Junior Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 3.1 to our Current Report on Form 8-K filed April 29,
2008.3.4
    
    Fifth Amended and Restated Bylaws of the company (incorporated by
reference to Exhibit 3.2 to our Current Report on Form 8-K filed
April 29, 2008).4.1
    
    Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to our Annual Report on Form 10-K filed March 16,
2005).4.2
    
    Registration Rights Agreement, dated as of March 16, 2005, by and
among the Company and the Holders named therein (incorporated by
reference to Exhibit 4.1 to our Current Report on Form 8-K filed
March 16, 2005).4.3
    
    Warrant Agreement, dated March 16, 2005 (incorporated by reference
to Exhibit 4.2 to the Companys Current Report on Form 8-K filed
March 16, 2005).4.4
    
    Form of Series A Warrant (incorporated by reference to Exhibit 4.3
to the Companys Current Report on Form 8-K/A filed March 21,
2005).4.5
    
    Indenture of Trico Marine Services, Inc. and Wells Fargo Bank,
National Association, as Trustee, dated February 7, 2007
(incorporated by reference to Exhibit 10.18 to our Annual Report
on Form 10-K filed March 2, 2007)4.6
    
    Registration Rights Agreement by and among Trico Marine Services,
Inc. and the Initial Purchasers, dated February 7, 2007
(incorporated by reference to Exhibit 10.19 to our Annual Report
on Form 10-K filed March 1, 2007).
 24




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##### 



ExhibitNumber4.7
    
    Rights Agreement dated as of April 9, 2007, between Trico Marine
Services, Inc. and Mellon Investor Services LLC, as Rights Agent,
including the form of Certificate of Designation of Series A
Junior Participating Preferred Stock of Trico Marine Services,
Inc. attached thereto as Exhibit A, the form of Rights Certificate
attached thereto as Exhibit B and the Summary of Rights to
Purchase Preferred Shares attached thereto as Exhibit C
(incorporated by reference to Exhibit 4.1 to our Current Report on
Form 8-K filed April 10, 2007).4.8
    
    First Amendment to Rights Agreement dated April 28, 2008, between
Trico Marine Services, Inc. and Mellon Investor Services LLC
(incorporated by reference to Exhibit 4.1 to our Current Report on
Form 8-K filed April 29, 2008).10.1
    
    Credit Agreement dated January 31, 2008, by and among Trico Marine
Services, Inc., Trico Marine Assets, Inc. and Trico Marine
Operators, Inc., and the Lenders party thereto from time to time,
Nordea Bank Finland PLC, New York Branch and Nordea Bank Norge,
Grand Cayman Branch (incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed February 6, 2008).10.2
    
    Credit Agreement dated April 24, 2008, by and among Trico Supply
AS, Trico Subsea Holding AS, Trico Subsea AS, Nordea Bank Finland
PLC, New York Branch, as Administrative Agent, Book Runner and
Joint Lead Arranger, Nordea Bank Norge ASA, Grand Cayman Branch
and various lenders party thereto from time to time (incorporated
by reference to Exhibit 10.1 to our Current Report on Form 8-K
filed April 29, 2008).10.3
    
    Incentive Bonus Plan for 2008 (1)10.4
    
    Form of Restricted Stock Award
Agreement with Performance Based Shares (incorporated by reference to
Exhibit 10.4 to our Current Report on Form 8-K filed
February 20, 2008).31.1
    
    Chief Executive Officers Certification under Section 302 of the
Sarbanes-Oxley Act of 2002. (1)31.2
    
    Chief Financial Officers Certification under Section 302 of the
Sarbanes-Oxley Act of 2002. (1)32.1
    
    Officers certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. (1)
 
 (1)
    
    Filed herewith. 25




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##### 



TRICO MARINE SERVICES, INC.(Registrant)By: /s/ Geoff JonesGeoff JonesChief Financial Officer(Authorized Signatory andPrincipal Financial Officer)May 2, 2008
 26