##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the fiscal year ended December 31, 2009
 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)
 Registrants telephone number, including area code: (281) 203-5700
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01
    
    NASDAQ Global Select Market
 Securities registered pursuant to Section 12(g) of the Act:
None.
  o þ
  o þ
  þ o
  o o
 þ
  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
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TRICO MARINE SERVICES, INC.
 ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 2009
 TABLE OF CONTENTS
 PagePART IItems 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    15Item 1B.
    
    Unresolved Staff Comments
    
    
    29Item 2.
    
    Properties
    
    
    30Item 3.
    
    Legal Proceedings
    
    
    30Item 4.
    
    Reserved
    
    
    30PART IIItem 5.
    
    Market for Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    31Item 6.
    
    Selected Financial Data
    
    
    33Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    35Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    67Item 8.
    
    Financial Statements and Supplementary Data
    
    
    69Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    133Item 9A.
    
    Controls and Procedures
    
    
    133Item 9B.
    
    Other Information
    
    
    134PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    134Item 11.
    
    Executive Compensation
    
    
    134Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    134Item 13.
    
    Certain Relationships and Related Transactions and Director Independence
    
    
    134Item 14.
    
    Principal Accounting Fees and Services
    
    
    134PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    135EXHIBIT INDEX
    
    
    138EX-10.9EX-10.11EX-10.39EX-10.50EX-21.1EX-31.1EX-31.2EX-32.1




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FORWARD-LOOKING STATEMENTS
  
    
    our ability to continue as a going concern;
    
    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;
    
    our ability to continue to service, and to comply with our obligations under, our credit facilities and our other indebtedness;
    
    projections involving revenues, operating results or cash provided from operations, or our anticipated capital expenditures or
other capital projects;
    
    overall demand for and pricing of our vessels;
    
    changes in the level of oil and natural gas exploration and development;
    
    our ability to successfully or timely complete or cancel 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.




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PART I
 Except as otherwise indicated or required by the context, references in this Annual Report to:
(1) we, us, our, the Company, Parent or Trico refer to the combined business of Trico
Marine Services, Inc. and its subsidiaries; (2) Gulf of Mexico refers to the U.S. Gulf of Mexico,
and (3) Mexico refers to the Mexican Gulf of Mexico.
 
 Item 1. Business
 General Information
   Operating Segments
 Subsea Services
   1




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Trico Star Trico
Service Trico Sea,
  Subsea Trenching and Protection
     Ploughs.
 Jetters.
 2




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Tractors.
  Towing and Supply
   Northern Corona,
   3




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Operating Segment Summary
  Subsea
    
    Subsea Trenching
    
    Towing andServices
    
    and Protection
    
    SupplyTrade name
    
    DeepOcean
    
    CTC Marine
    
    Trico Offshore2009 Revenue
    
    44%
    
    36%
    
    20%(% of Total)
    
    (% of Total)
    
    (% of Total)Services
    
    *IMR, survey and seabed
    
    *Marine trenching and
    
    * Platform and rig supplymapping
    
    ploughing
    
    *Towing of drilling rigs*Construction and
    
    *Flexible productinstallation
    
    installation and burial*Decommissioning
    
    *Subsea protection*Subsea vessels
    
    *Subsea commissioning*Subsea vesselsPrimary drivers
    
    * New and installed base of
    
    * Oil and gas pipeline burial
    
    * Offshore drilling activitysubsea trees
    
    *Telecom cable installation
    
    (towing and supply)* Development of subsea
    
    * Life of field seismic
    
    * Number of platformspipeline and production
    
    
    
    (supply)infrastructure* DecommissioningFleet
    
    *10 owned(1) and 5 operated
    
    *5 operated vessels
    
    *36 owned (2) andvessels
    
    *7 years average vessel age
    
    3 operated vessels*7 years average vessel age
    
    
    
    *21 years average vesselageKey Customers
    
    *Statoil
    
    *Acergy
    
    *Statoil*Grupo Diavaz
    
    *Petrobel/ENI
    
    *ExxonMobil*Petrobras
    
    *Alcatel/Lucent
    
    *Pemex*BOETC/COOEC (sub of
    
    *PetrobrasCNOOC)Geographies
    
    *North Sea
    
    *North Sea
    
    *North Sea*Mexico
    
    *Asia Pacific Region
    
    *West Africa*Petrobras/Brazil
    
    *Mediterranean
    
    *Mexico*West Africa
    
    *Brazil
    
    *Asia Pacific Region*Mediterranean
    
    
    
    *Petrobras/Brazil
 
 (1)
    
    Excludes the vessels, Stones River,which is held for sale, and VOS
Satisfaction,for which the lease was terminated after December 31, 2009. Of the ten owned
vessels, one is held by Eastern Marine Services Limited (EMSL), our joint venture with
China Oilfield Services Limited (COSL). We hold a 49% equity interest in EMSL.(2)
    
    Of these vessels, 12 are held by EMSL. Excludes the vessels, Northern Corona,
Pecos River, Kings River, Wolf River, and Southern River,which are held for sale, and
three leased vessels.  4




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Operations by Region
 North Sea
    West Africa
   Mediterranean
  Mexico
   5




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Brazil
  Asia Pacific Region
    Operating internationally subjects us to significant risks
inherent in operating in foreign countries
 Industry Overview
   Growing capital spending by oil and natural gas producers.
  6




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##### Table of Contents



International offshore activity.
  Aging subsea infrastructure worldwide.
  Competition
 Subsea Services
  Subsea Trenching and Protection
  7




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Towing and Supply
     Competitive Strengths
 Well positioned to capture growth in offshore subsea spending.
     8




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Distinctive subsea services business model.
   Geographically diverse business model.
    Strategy
  Expand our presence in additional subsea services markets.
  Maintain leadership by continued focus on innovation and improvement.
  9




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Maximize our service spreads and our vessel utilization.
  Reduce our debt level and carefully manage our cash flow.
 Deep Cygnus Trico Surge Trico Sovereign Trico Seeker Trico Searcher
 Our Fleet
   Multi-Purpose Service Vessels
 Multi-Purpose Platform Supply Vessels .
 10




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Subsea Platform Supply Vessels .
 Trenching and Protection Support Vessels.
 
    
    the installation of flexible pipe, umbilicals, power and telecommunications cables;
    
    the deployment of our jetting subsea assets for the trenching of umbilicals and
flowlines; and
    
    other undertakings, such as subsea lifts, ROV intervention and survey support.
 Platform Supply Vessels
 Anchor Handling, Towing and Supply Vessels
 Offshore Supply Vessels
 Crew Vessels
 Line Handling Vessels
  11




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##### Table of Contents



Number ofType of Vessel
    
    Vessels (1)
    
    
    Length
    
    
    HorsepowerExisting Fleet:MSVs
    
    
    9
    
    
    
    200 426
    
    
    
    4,78817,795MPSVs
    
    
    1
    
    
    
    241
    
    
    
    6,222SPSVs
    
    
    6
    
    
    
    200 304
    
    
    
    4,61010,800PSVs
    
    
    5
    
    
    
    190 280
    
    
    
    4,05010,800AHTSs
    
    
    4
    
    
    
    212 261
    
    
    
    11,14015,612OSVs
    
    
    26
    
    
    
    166 230
    
    
    
    2,0006,140Crew/Line Handlers
    
    
    4
    
    
    
    110 155
    
    
    
    1,2006,750Subsea Trenching and Protection Vessels
    
    
    5
    
    
    
    295 351
    
    
    
    10,44023,480On Order:MPSVs
    
    
    3
    
    
    
    241
    
    
    
    6,222
 
 (1)
    
    Vessel count includes three leased Crew / Line Handlers, six leased MSVs, five
leased trenching support vessels, as well as six OSVs held by NAMESE in which the Parent holds a
49% interest.  Dispositions of certain assets
 Our Customers and Charter Terms
  The early termination of contracts on our vessels could have an adverse effect on our
operations
 12




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##### Table of Contents



Year Ending
    
    
    Year EndingDecember 31, 2010
    
    
    December 31, 2011% of Total
    
    
    Average
    
    
    % of Total
    
    
    AverageType of Vessel
    
    Days Under Contract
    
    
    Day Rate
    
    
    Days Under Contract
    
    
    Day RateWithout OptionsAHTSs/PSVs (9 vessels) (1)
    
    
    32
    %
    
    $
    16,029
    
    
    
    14
    %
    
    $
    12,399OSVs (21 vessels) (2)
    
    
    21
    %
    
    
    9,271
    
    
    
    0
    %
    
    
    N/ACrew/Line Handling Boats (4 active)
    
    
    52
    %
    
    
    6,157
    
    
    
    24
    %
    
    
    6,054SPSVs/MPSVs (7 vessels)
    
    
    39
    %
    
    
    20,369
    
    
    
    26
    %
    
    
    17,948MSVs (8 vessels)
    
    
    73
    %
    
    
    82,199
    
    
    
    41
    %
    
    
    88,679Subsea Trenching and Protection (5
vessels)
    
    
    28
    %
    
    
    118,607
    
    
    
    9
    %
    
    
    130,000With OptionsAHTSs/PSVs (9 vessels) (1)
    
    
    56
    %
    
    $
    16,947
    
    
    
    35
    %
    
    $
    17,008OSVs (21 vessels) (2)
    
    
    38
    %
    
    
    9,881
    
    
    
    11
    %
    
    
    13,790Crew/Line Handling Boats (4 active)
    
    
    52
    %
    
    
    6,157
    
    
    
    24
    %
    
    
    6,054SPSVs/MPSVs (7 vessels)
    
    
    60
    %
    
    
    25,844
    
    
    
    29
    %
    
    
    18,897MSVs (8 vessels)
    
    
    75
    %
    
    
    81,478
    
    
    
    71
    %
    
    
    82,456Subsea Trenching and Protection (5
vessels)
    
    
    28
    %
    
    
    118,607
    
    
    
    9
    %
    
    
    130,000
 
 (1)
    
    The day rate for the AHTS class includes one vessel operating under a bareboat
charter.(2)
    
    In 2007, five of our OSVs entered into bareboat contracts which decreased
average supply vessel day rates. Including the five vessels under bareboat agreements, our
average day rates for vessels without options would be $4,675 and $588 for the years ended
December 31, 2010 and 2011 respectively; our average day rates for vessels with options would
be $6,276 and $4,708 for the years ended December 31, 2010 and 2011, respectively.    Vessel maintenance.
 13




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Environmental and Government Regulation
    14




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Insurance
  Employees
    Available Information
   
 Item 1A. Risk Factors
 All phases of our operations are subject to a number of uncertainties, risks and other
influences, many of which are beyond our ability to control or predict. Any one of such influences,
or a combination, could materially affect the results of our operations and the accuracy of
forward-looking statements made by us. Some important risk factors that could cause actual results
to differ materially from the anticipated results or other expectations expressed in our
forward-looking statements includes the following:
 15




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Risks Relating to our Businesses
 We have a significant amount of debt and our business is highly cyclical in nature due to our
dependency on the levels of offshore oil and gas drilling and subsea construction activity. Our
forecasted cash and available credit capacity are not expected to be sufficient (i) to meet our
commitments as they come due over the next twelve months and (ii) remain in compliance with our
debt covenants unless we are able to successfully sell additional assets, access cash in certain of
our subsidiaries, minimize our capital expenditures, effectively manage our working capital,
obtain waivers or amendments from our lenders and improve our cash flows from operations.
  The failure to successfully complete construction or conversion of our vessels on schedule, on
budget, or at all without a corresponding reduction in capital expenditures, or to successfully
utilize such vessels and the other vessels in our fleet at profitable levels could adversely affect
our financial position, results of operations and cash flows.
   We may not be able to continue as a going concern.
  Our failure to retain key employees and attract additional qualified personnel could prevent
us from implementing our business strategy or operating our business effectively.
  16




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Increased competitive forces in the subsea services and subsea trenching and protection
services markets could adversely affect our business.
  Time chartering of our subsea services and subsea trenching and protection vessels require us
to make payments absent revenue generation which could adversely affect our operations.
  Our towing and supply fleet includes many older vessels that may require increased levels of
maintenance and capital expenditures to be maintained in good operating condition, are less
efficient than newer vessels, and may be subject to a higher likelihood of mechanical failure, an
inability to economically return to service or requirement to be scrapped. If we are unable to
manage the aging of our fleet efficiently and find profitable market opportunities for our vessels,
our results will deteriorate and our financial position and cash flows could be materially
adversely affected.
  Increases in size, quality and quantity of the offshore vessel fleet in areas where we operate
could increase competition for charters and lower day rates and/or utilization, which would
adversely affect our revenues and profitability.
  If we are unable to maintain our Jones Act status, we could be disadvantaged in the U.S.
subsea market, which would adversely affect our future revenues and profitability.
  17




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If a stockholder conducts another proxy contest in connection with a meeting of our
stockholders, it could be costly and disruptive.
  Our U.S. employees are covered by federal laws that may subject us to job-related claims in
addition to those provided by state laws.
  Unionization efforts could increase our costs, limit our flexibility or increase the risk of a
work stoppage.
  The removal or reduction of the reimbursement of labor costs by the Norwegian government may
adversely affect our costs to operate our vessels in the North Sea.
 18




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Certain management decisions needed to successfully operate EMSL, our 49% partnership, are
subject to the majority owners approval. The inability of our management representatives to reach
a consensus with the majority owner may negatively affect our results of operations.
  Our business plan involves establishing joint ventures with partners in targeted foreign
markets. We are subject to the Foreign Corrupt Practices Act, or FCPA. Our business may suffer
because our efforts to comply with U.S. laws could restrict our ability to do business in foreign
markets relative to our competitors who are not subject to U.S. law and a determination that we
violated the FCPA, including actions taken by our foreign agents or joint venture partners, may
adversely affect our business and operations.
   Our marine operations are seasonal and depend, in part, on weather conditions. As a result,
our results of operations will vary throughout the year.
  If the operating results of our subsea services or subsea trenching and protection segments is
adversely affected, an impairment of intangibles could result in a write down.
  Our operations are subject to federal, state, local and other laws and regulations that could
require us to make substantial expenditures.
   19




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The loss of a key customer could have an adverse impact on our financial results.
  The early termination of contracts on our vessels could have an adverse effect on our
operations.
  Certain deferred taxes could be accelerated and the effective tax rate on certain Norwegian
guarantors income could be increased if Trico Shipping and certain of the Norwegian guarantors
failed to comply with the Norwegian tonnage tax regime.
   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.
  20




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We are exposed to the credit risks of our key customers and certain other third parties, and
nonpayment by our customers could adversely affect our financial position, results of operations
and cash flows.
  Our inability to recruit, retain and train crew members may affect our ability to offer
services, reduce operational efficiency and increase our labor rates.
  Our operations are subject to operating hazards and unforeseen interruptions for which we may
not be adequately insured.
  The cost and availability of drydock services may impede our ability to return vessels to the
market in a timely manner.
  We may face material tax consequences or assessments in countries in which we operate. If we
are required to pay material tax assessments, our financial position, results of operations and
cash flows may be materially adversely affected.
  21




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Currency fluctuations and economic and political developments could adversely affect our
financial position, results of operations and cash flows.
   The rights of Trico Subsea AS under the vessel construction contracts for the Trico Star,
Trico Service and Trico Sea with the Tebma Shipyard in India may be impaired if it is determined
that there was not a proper novation of such contracts.
 Trico Star Trico Service Trico Sea
 Operating internationally subjects us to significant risks inherent in operating in foreign
countries.
  
    
    increasing trends in certain countries that favor or require that vessels operating in
its waters carry the flag of that country, be owned by a local entity and /or be
manufactured in that country. This may negatively impact our ability to win and maintain
contracts in these countries;
    
    government instability, which may cause investment in capital projects by our potential
customers to be withdrawn or delayed, reducing or eliminating the viability of some markets
for our services;
    
    potential vessel seizure or confiscation, or the expropriation, nationalization or
detention of assets;
    
    imposition of additional withholding taxes or other tax on our foreign income, imposition
of tariffs or adoption of other restrictions on foreign trade or investment, including
currency exchange controls and currency repatriation limitations;
    
    exchange rate fluctuations, which may reduce the purchasing power of local currencies and
cause our costs to exceed our budget, reducing our operating margin in the affected country;
    
    difficulty in collecting accounts receivable;
 22




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
    
    civil uprisings, riots, and war, which may make it unsafe to continue operations,
adversely affect both budgets and schedules, and expose us to losses;
    
    availability of suitable personnel and equipment, which can be affected by government
policy, or changes in policy, which limit the importation of qualified crew members or
specialized equipment in areas where local resources are insufficient;
    
    decrees, laws, regulations, interpretations and court decisions under legal systems,
which are not always fully developed and which may be retroactively applied and cause us to
incur unanticipated and/or unrecoverable costs as well as delays which may result in real or
opportunity costs; and
    
    acts or piracy or terrorism, including kidnappings of our crew members or onshore
personnel.
  Risks Relating to our Capital Structure
 To meet our commitments and remain in compliance with debt covenants over the next twelve
months requires us to generate additional cash flows by accomplishing certain items that are not
within our sole control.
  We may not be able to obtain funding or obtain funding on acceptable terms because of the
deterioration of the credit and capital markets. We may also not be able to seek amendments or
waivers on existing credit covenants on terms that are favorable to us. This may hinder or prevent
us from meeting our future capital needs.
   Our holding company structure and the terms of the Senior Secured Notes may adversely affect
our ability to meet our obligations.
  23




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We have a substantial amount of indebtedness which may adversely affect our cash flow and our
ability to operate our business, to comply with debt covenants and to make payments on our
indebtedness.
   
    
    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.
   24




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Our indentures and credit agreements impose significant restrictions that may limit our
operating and financial flexibility.
  
    
    incur or guarantee additional indebtedness or issue certain types of equity or equity
linked securities;
 25




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
    
    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;
    
    materially impair any security interest with respect to the collateral; and
    
    restrict distributions or other payments to us or other subsidiaries.
  Our ability to utilize certain net operating loss carryforwards or foreign tax credits may be
limited by certain events which could have an adverse impact on our financial condition.
  Our charter documents include provisions limiting the rights of foreign owners of our capital
stock.
  26




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Our charter and bylaws may discourage unsolicited takeover proposals and could prevent
shareholders from realizing a premium on their common stock.
  Provisions of our debentures could discourage an acquisition of us by a third party.
  We may issue preferred stock whose terms could adversely affect the voting power or value of
our common stock.
  A substantial number of shares of our common stock will be eligible for future sale upon
conversion of the 8.125% Debentures, certain amortization payments relating to the 8.125%
Debentures and exercise of the phantom stock units, and the sale of those shares could adversely
affect our stock price.
  Our stockholders will experience substantial dilution if the 8.125% Debentures are converted,
amortization payments relating to the 8.125% Debentures are paid in stock and the phantom stock
units are exercised for shares of our common stock.
 27




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We will need shareholder approval to pay certain amortization payments for the 8.125%
Debentures in stock.
  We may be required to repurchase our debentures for cash upon specified events, which include
a fundamental change, or pay cash upon conversion of our debentures.
   Risks Related to Our Industry
 Changes in the level of exploration and production expenditures, in oil and gas prices or
industry perceptions about future oil and gas prices could materially decrease our cash flows and
reduce our ability to meet our financial obligations.
  28




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If our competitors are able to supply services to our customers at a lower price, then we may
have to reduce our day rates, which would reduce our revenues.
  
    
    price, service, safety record and reputation of vessel operators and crews;
    
    fuel efficiency of vessels; and
    
    quality and availability of equipment and vessels of the type, capability and size
required by the customer.
  The recent worldwide financial and credit crisis could lead to an extended worldwide economic
recession and have a material adverse effect on our financial position, results of operations and
cash flows.
   
 Item 1B. Unresolved Staff Comments
  29




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Item 2. Properties
    
 Item 3. Legal Proceedings
  
 Item 4. Reserved
 30




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PART II
 
 Item 5. Market for Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Common Stock Market Prices and Dividends
  Sales Price Per ShareHigh
    
    
    Low2009First Quarter
    
    $
    7.09
    
    
    $
    1.88Second Quarter
    
    
    5.92
    
    
    
    2.01Third Quarter
    
    
    8.17
    
    
    
    2.89Fourth Quarter
    
    
    9.47
    
    
    
    4.252008First Quarter
    
    $
    42.50
    
    
    $
    30.37Second Quarter
    
    
    43.42
    
    
    
    32.36Third Quarter
    
    
    36.66
    
    
    
    14.36Fourth Quarter
    
    
    17.07
    
    
    
    3.22
   Issuer Repurchases of Equity Securities
   Performance Graph
  31




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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
 *
    
    $100 invested on 3/22/05 in stock or 2/28/05 in index, including reinvestment of dividends.
Fiscal year ending December 31.Copyright © 2010 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
 3/22/05
    
    12/05
    
    12/06
    
    12/07
    
    12/08
    
    12/09Trico Marine Services, Inc.
    
    
    100.00
    
    
    
    115.56
    
    
    
    170.27
    
    
    
    164.53
    
    
    
    19.87
    
    
    
    20.18S&P 500
    
    
    100.00
    
    
    
    105.32
    
    
    
    121.95
    
    
    
    128.65
    
    
    
    81.05
    
    
    
    102.50PHLX Oil Service Sector
    
    
    100.00
    
    
    
    132.34
    
    
    
    149.74
    
    
    
    221.63
    
    
    
    88.79
    
    
    
    144.28
 32




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##### Table of Contents



Item 6. Selected Financial Data
  PredecessorSuccessor Company
    
    
    Company (1)Period from
    
    
    Period fromMarch 15, 2005
    
    
    January 1,through
    
    
    2005 throughYears Ended December 31,
    
    
    December 31,
    
    
    March 14,2009
    
    
    2008 (2)
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2005(In thousands, except per share amounts)Statement of Operations Data:Revenues
    
    $
    642,200
    
    
    $
    556,131
    
    
    $
    256,108
    
    
    $
    248,717
    
    
    $
    152,399
    
    
    $
    29,866Impairments and penalties on early termination of contracts
    
    
    137,267

(3)
    
    
    172,840
    (3)
    
    
    116
    
    
    
    2,580
    
    
    
    2,237
    
    
    
    Operating income (loss)
    
    
    (125,272
    )
    
    
    (127,545
    )
    
    
    66,630
    
    
    
    88,390
    
    
    
    41,816
    
    
    
    879Reorganization costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,659
    )Fresh-start adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (219,008
    )Interest expense
    
    
    (50,139
    )
    
    
    (35,836
    )
    
    
    (7,568
    )
    
    
    (1,286
    )
    
    
    (6,430
    )
    
    
    (1,940
    )Interest income
    
    
    2,866
    
    
    
    9,875
    
    
    
    14,132
    
    
    
    4,198
    
    
    
    615
    
    
    
    Unrealized gain (loss) on mark-to-market of
embedded derivative
    
    
    (842)
    (4)
    
    
    52,653
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain on conversion of debt
    
    
    11,330
    (5)
    
    
    9,008
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to Trico Marine Services, Inc.
    
    
    (145,266
    )
    
    
    (113,655
    )
    
    
    60,172
    
    
    
    58,724
    
    
    
    20,100
    
    
    
    (61,361
    )EBITDA (6)
    
    
    64,869
    
    
    
    109,250
    
    
    
    91,545
    
    
    
    117,892
    
    
    
    64,611
    
    
    
    9,688Earnings (loss) per Common Share:Basic
    
    $
    (7.60
    )
    
    $
    (7.71
    )
    
    $
    4.13
    
    
    $
    4.01
    
    
    $
    1.78
    
    
    $
    (1.66
    )Diluted
    
    
    (7.60
    )
    
    
    (7.71
    )
    
    
    3.98
    
    
    
    3.86
    
    
    
    1.74
    
    
    
    (1.66
    )Balance Sheet Data:Working capital excess (deficit)
    
    $
    (24,959
    )
    
    $
    11,680
    
    
    $
    140,004
    
    
    $
    151,068
    
    
    $
    46,259
    
    
    NAProperty and equipment, net
    
    
    728,157
    
    
    
    804,410
    
    
    
    473,614
    
    
    
    231,848
    
    
    
    225,646
    
    
    NATotal assets
    
    
    1,076,259
    
    
    
    1,202,736
    
    
    
    680,447
    
    
    
    435,322
    
    
    
    344,222
    
    
    NATotal debt
    
    
    733,897
    
    
    
    770,080
    
    
    
    119,345
    
    
    
    9,863
    
    
    
    46,538
    
    
    NATotal Trico Marine Services, Inc. stockholders equity
    
    
    99,313
    
    
    
    178,994
    
    
    
    430,125
    
    
    
    312,338
    
    
    
    222,432
    
    
    NACash Flows Data:Cash flows from operations
    
    $
    59,974
    
    
    $
    79,938
    
    
    $
    112,476
    
    
    $
    101,731
    
    
    $
    27,174
    
    
    $
    9,168Cash flows from investing
    
    
    (20,004
    )
    
    
    (592,877
    )
    
    
    (235,269
    )
    
    
    (23,227
    )
    
    
    4,292
    
    
    
    (650
    )Cash flows from financing
    
    
    (91,525
    )
    
    
    502,596
    
    
    
    130,361
    
    
    
    (16,261
    )
    
    
    1,299
    
    
    
    (2,596
    )Effect of exchange rates on cash
    
    
    9,923
    
    
    
    (26,507
    )
    
    
    9,722
    
    
    
    712
    
    
    
    (701
    )
    
    
    62Net increase (decrease) in cash
    
    
    (41,632
    )
    
    
    (36,850
    )
    
    
    17,290
    
    
    
    62,955
    
    
    
    32,064
    
    
    
    5,984
 
 (1)
    
    We exited bankruptcy protection on March 15, 2005. In accordance with accounting
guidance for entities that have filed petitions with the Bankruptcy Court and expect to
reorganize as a going concern under Chapter 11 of the Bankruptcy Code, we adopted
fresh-start accounting as of March 15, 2005. Fresh-start accounting is required upon a
substantive change in control and requires that the reporting entity allocate the
reorganization value to our assets and liabilities in a manner similar to that which is
required under accounting guidance for business combinations. Under the provisions of
fresh-start accounting, a new entity has been deemed created for financial reporting purposes.(2)
    
    We acquired DeepOcean and CTC Marine on May 15, 2008. Please see Managements
Discussion and Analysis of Financial Condition and Results of Operation  Significant Events
for the contributions of DeepOcean and CTC Marine to our operating results for 2008, and Note
4 in our accompanying consolidated financial statements for pro forma results from this
acquisition.(3)
    
    During 2009, we recorded impairments and penalties on early termination of contracts
related to our investment in a partnership for the construction of a new vessel, the Deep
Cygnus, of $14.0 million, the cancellation of a contract for equipment of $1.2 million, the
termination of the VOS Satisfactionlease of $2.8 million, the impairment on an acquired asset
from CTC of $2.0 million, the exit costs on the Fosnavag lease of $1.2 million and the
expectation that we are likely to exercise the termination option for the last four Tebma
vessels of $116.1 million. In 2008, we had an impairment of goodwill of $169.7 million and
tradenames of $3.1 million based on our annual impairment analysis under accounting guidance
for goodwill and other intangibles acquired in a business combination at acquisition.(4)
    
    We have an embedded derivative within our 8.125% Debentures and prior 6.5%
Debentures that requires bifurcation and valuation under accounting guidance for derivative
instruments and hedging activities. The estimate of fair value of the embedded derivative will
fluctuate based upon various factors that include our common stock closing price, volatility,
United States Treasury bond rates, and the time value of options. The calculation of the fair
value of the derivative requires the use of a Monte Carlo simulation lattice option-pricing
model. On December 31, 33




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##### Table of Contents



2009, the estimated fair value of the derivative was $6.0 million resulting in a $1.2 million
unrealized loss for the year ended December 31, 2009. The embedded derivative on our previous
6.5% Debentures was revalued on the date of the exchange and the realized gain for 2009 was
$0.4 million. For additional information regarding our embedded derivative see Notes 5, 6 and
8 to our consolidated financial statements included herein.(5)
    
    In December 2008, two holders of our 6.5% Debentures converted $22 million principal
amount of the debentures, collectively, for a combination of $6.3 million in cash related to
the interest make-whole provision and 544,284 shares of our common stock based on the initial
conversion rate of 24.74023 shares for each $1,000 in principal amount of debentures. We
recognized a gain on conversion of $9.0 million in 2008. In 2009 (prior to the conversion in
May 2009), various holders of our 6.5% Debentures initiated additional conversions which
converted $24.5 million principal amount of the debentures, collectively, for a combination of
$6.9 million in cash related to the interest make-whole provision and 605,759 shares of our
common stock based on the conversion rate of 24.74023 shares of common stock per $1,000
principal amount of debentures. We recognized a gain on conversion of $11.3 million in 2009.
On May 11, 2009, we entered into the Exchange Agreements with all of the remaining holders of
the 6.5% Debentures. Pursuant to these Exchange Agreements, all holders exchanged each $1,000
in principal amount of the 6.5% Debentures for $800 in principal amount of the 8.125%
Debentures, $50 in cash and 12 shares of our common stock (or warrants to purchase shares at
$0.01 per share in lieu thereof). Among the more important features of the new 8.125%
Debentures is the elimination of the obligation to make interest make-whole payments prior to
May 1, 2011 and the ability to satisfy amortization requirements in equity. At closing, we
exchanged $253.5 million in aggregate principal amount of the 6.5% Debentures and accrued but
unpaid interest thereon for $12.7 million in cash, 360,696 shares of our common stock,
warrants exercisable for 2,681,484 shares of our common stock and $202.8 million in aggregate
principal amount of 8.125% Debentures. The exchange reduced the principal amount of our
outstanding debt by $50.7 million.(6)
    
    See calculation of EBITDA in the table included in Non-GAAP Financial Measures. Non-GAAP Financial Measures
    34




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PredecessorSuccessor Company
    
    
    CompanyPeriod from
    
    
    Period fromMarch 15,
    
    
    January 1,2005 through
    
    
    2005 throughYears Ended December 31,
    
    
    
    
    
    
    December 31,
    
    
    March 14,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2005EBITDA
    
    $
    64,869
    
    
    $
    109,250
    
    
    $
    91,545
    
    
    $
    117,892
    
    
    $
    64,611
    
    
    $
    9,688Depreciation and amortization
    
    
    (77,533
    )
    
    
    (61,432
    )
    
    
    (24,371
    )
    
    
    (24,998
    )
    
    
    (20,403
    )
    
    
    (8,758
    )Impairments and penalties on early termination of contracts
    
    
    (137,267
    )
    
    
    (172,840
    )
    
    
    (116
    )
    
    
    (2,580
    )
    
    
    (2,237
    )
    
    
    Gain (loss) on sale of assets
    
    
    31,043
    
    
    
    2,675
    
    
    
    2,897
    
    
    
    1,334
    
    
    
    2,525
    
    
    
    (2
    )Stock-based compensation
    
    
    (2,896
    )
    
    
    (3,834
    )
    
    
    (3,247
    )
    
    
    (2,024
    )
    
    
    (2,012
    )
    
    
    (9
    )Provision for doubtful accounts
    
    
    (3,488
    )
    
    
    (1,364
    )
    
    
    (78
    )
    
    
    (1,234
    )
    
    
    (668
    )
    
    
    (40
    )Operating income (loss)
    
    $
    (125,272
    )
    
    $
    (127,545
    )
    
    $
    66,630
    
    
    $
    88,390
    
    
    $
    41,816
    
    
    $
    879
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
  Overview
  Our Outlook
   Reduce our debt level and carefully manage liquidity and cash flow .
 Maximize our vessel utilization and our service spreads.
 35




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##### Table of Contents



Expand our presence in additional subsea services markets.
 Invest in growth of our subsea fleet. Trico Star Trico Service Trico Sea
 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.
 36




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Market Outlook  Credit Environment
  Significant Events
 Senior Secured Notes and Other Debt.
  Northern Clipper
  37




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##### Table of Contents



Acquisition of DeepOcean and CTC Marine.
  For the year ended December 31, 2008 (1)DeepOcean andConsolidated
    
    
    CTC Marine
    
    
    Legacy TricoRevenues
    
    $
    556,131
    
    
    $
    308,649
    
    
    $
    247,482Direct operating expenses
    
    
    (383,894
    )
    
    
    (242,937
    )
    
    
    (140,957
    )General and administrative expense
    
    
    (68,185
    )
    
    
    (21,182
    )
    
    
    (47,003
    )Depreciation and amortization
    
    
    (61,432
    )
    
    
    (34,203
    )
    
    
    (27,229
    )Gain on sale of assets
    
    
    2,675
    
    
    
    
    
    
    
    2,675Impairments and penalties on early termination of contracts
    
    
    (172,840
    )
    
    
    (172,840
    )
    
    
    Operating income (loss)
    
    $
    (127,545
    )
    
    $
    (162,513
    )
    
    $
    34,968
 
 (1)
    
    Please see Note 4 to our consolidated financial statements included herein for pro forma results from this acquisition. Proxy Contest.
 6.5% Convertible Notes Exchange .
 Volstad Impairment.
 38




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##### Table of Contents



Asset Sales.
 Tebma Impairment. Trico Surge Trico Sovereign, Trico Seeker Trico Searcher
 Factors that Affect Our Results
    39




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##### Table of Contents



Risks,
Uncertainties, and Going Concern
     40




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##### Table of Contents



Deep Cygnus, Trico Surge, Trico Sovereign,
Trico Seeker and Trico Searcher
     41




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42




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Results of Operations
 Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008
  Year Ended December 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues:Subsea Services
    
    $
    283,508
    
    
    $
    221,838
    
    
    $
    61,670
    
    
    
    28
    %Subsea Trenching and Protection
    
    
    233,348
    
    
    
    123,804
    
    
    
    109,544
    
    
    
    89
    %Towing & Supply
    
    
    125,344
    
    
    
    210,489
    
    
    
    (85,145
    )
    
    
    (41
    %)Total Revenues
    
    
    642,200
    
    
    
    556,131
    
    
    
    86,069
    
    
    
    15
    %Operating Income (Loss):Subsea Services
    
    
    (147,911
    )
    
    
    (114,575
    )
    
    
    (33,336
    )
    
    
    29
    %Subsea Trenching and Protection
    
    
    28,071
    
    
    
    (35,264
    )
    
    
    63,335
    
    
    
    (180
    %)Towing & Supply
    
    
    20,912
    
    
    
    45,875
    
    
    
    (24,963
    )
    
    
    (54
    %)Corporate
    
    
    (26,344
    )
    
    
    (23,581
    )
    
    
    (2,763
    )
    
    
    12
    %Total Operating Loss
    
    
    (125,272
    )
    
    
    (127,545
    )
    
    
    2,273
    
    
    
    (2
    %)Interest Income
    
    
    2,866
    
    
    
    9,875
    
    
    
    (7,009
    )
    
    
    (71
    %)Interest Expense, Net of Amounts Capitalized
    
    
    (50,139
    )
    
    
    (35,836
    )
    
    
    (14,303
    )
    
    
    40
    %Unrealized Gain (Loss) on Mark-to-Market of Embedded Derivative
    
    
    (842
    )
    
    
    52,653
    
    
    
    (53,495
    )
    
    
    (102
    %)Gain on Conversion of Debt
    
    
    11,330
    
    
    
    9,008
    
    
    
    2,322
    
    
    
    26
    %Refinancing Costs
    
    
    (6,224
    )
    
    
    
    
    
    
    (6,224
    )
    
    
    100
    %Foreign Exchange Gain
    
    
    26,431
    
    
    
    1,397
    
    
    
    25,034
    
    
    
    1,792
    %Other Expense, Net
    
    
    (703
    )
    
    
    (2,994
    )
    
    
    2,291
    
    
    
    (77
    %)Loss before Income Taxes
    
    
    (142,553
    )
    
    
    (93,442
    )
    
    
    (49,111
    )
    
    
    53
    %Income Tax Expense
    
    
    2,206
    
    
    
    13,422
    
    
    
    (11,216
    )
    
    
    (84
    %)Net Loss
    
    
    (144,759
    )
    
    
    (106,864
    )
    
    
    (37,895
    )
    
    
    35
    %Less: Net (Income) Attributable to the Noncontrolling Interest
    
    
    (507
    )
    
    
    (6,791
    )
    
    
    6,284
    
    
    
    (93
    %)Net Loss Attributable to Trico Marine Services, Inc.
    
    $
    (145,266
    )
    
    $
    (113,655
    )
    
    $
    (31,611
    )
    
    
    28
    %
 43




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008Average Day Rates:SubseaMSVs (1)
    
    $
    80,609
    
    
    $
    74,919
    (5)SPSVs/MPSVs (2)
    
    
    26,756
    
    
    
    21,691Subsea Trenching and Protection
    
    $
    126,375
    
    
    $
    155,978
    (5)Towing and SupplyNorth Sea Class (3)
    
    $
    17,704
    
    
    $
    25,861OSVs (4)
    
    
    6,665
    
    
    
    7,693Utilization:SubseaMSVs
    
    
    81
    %
    
    
    79
    % (5)SPSVs/MPSVs
    
    
    76
    %
    
    
    81
    %Subsea Trenching and Protection
    
    
    93
    %
    
    
    93
    % (5)Towing and SupplyNorth Sea Class
    
    
    80
    %
    
    
    90
    %OSVs
    
    
    68
    %
    
    
    82
    %Average number of Vessels:SubseaMSVs
    
    
    9.6
    
    
    
    9.3
    (5)SPSVs/MPSVs
    
    
    7.0
    
    
    
    5.4Subsea Trenching and Protection
    
    
    4.2
    
    
    
    3.8
    (5)Towing and SupplyNorth Sea Class
    
    
    11.8
    
    
    
    13.0OSVs
    
    
    32.1
    
    
    
    38.0
 
 (1)
    
    Multi-purpose service vessels(2)
    
    Subsea platform supply vessels/Multi-purpose platform supply vessels(3)
    
    Anchor handling, towing and supply vessels and platform supply vessels(4)
    
    Offshore supply vessels(5)
    
    Results for these vessel classes reflect the period from May 2008 to December 2008 44




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##### Table of Contents



Segment Results
 Subsea Services
 Year Ended December 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    283,508
    
    
    $
    221,838
    
    
    $
    61,670
    
    
    
    28
    %Operating expenses:Direct operating expenses
    
    
    241,977
    
    
    
    171,554
    
    
    
    70,423
    
    
    
    41
    %General and administrative
    
    
    17,170
    
    
    
    9,064
    
    
    
    8,106
    
    
    
    89
    %Depreciation and amortization
    
    
    38,227
    
    
    
    22,612
    
    
    
    15,615
    
    
    
    69
    %Impairments and penalties on early termination of contracts
    
    
    134,045
    
    
    
    133,183
    
    
    
    862
    
    
    
    1
    %Total operating expenses
    
    
    431,419
    
    
    
    336,413
    
    
    
    95,006
    
    
    
    28
    %Operating loss
    
    $
    (147,911
    )
    
    $
    (114,575
    )
    
    $
    (33,336
    )
    
    
    29
    %
  Deep Cygnus VOS Satisfaction Deep Cygnus Atlantic Challenger Atlantic
Challenger Atlantic Challenger
 45




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##### Table of Contents



Subsea Trenching and Protection
 Year Ended December 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    233,348
    
    
    $
    123,804
    
    
    $
    109,544
    
    
    
    89
    %Operating expenses:Direct operating expenses
    
    
    167,148
    
    
    
    93,137
    
    
    
    74,011
    
    
    
    79
    %General and administrative
    
    
    17,829
    
    
    
    12,121
    
    
    
    5,708
    
    
    
    47
    %Depreciation and amortization
    
    
    18,346
    
    
    
    14,153
    
    
    
    4,193
    
    
    
    30
    %Impairments and penalties on early termination of contracts
    
    
    2,000
    
    
    
    39,657
    
    
    
    (37,657
    )
    
    
    (95
    %)Gain on sales of assets
    
    
    (46
    )
    
    
    
    
    
    
    (46
    )
    
    
    100
    %Total operating expenses
    
    
    205,277
    
    
    
    159,068
    
    
    
    46,209
    
    
    
    29
    %Operating income (loss)
    
    $
    28,071
    
    
    $
    (35,264
    )
    
    $
    63,335
    
    
    
    (180
    %)
 Atlantic
Challenger Trico Sabre Deep Cygnus
 Towing and Supply
 Year Ended December 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    125,344
    
    
    $
    210,489
    
    
    $
    (85,145
    )
    
    
    (41
    %)Operating expenses:Direct operating expenses
    
    
    93,314
    
    
    
    119,193
    
    
    
    (25,879
    )
    
    
    (22
    %)General and administrative
    
    
    20,864
    
    
    
    23,590
    
    
    
    (2,726
    )
    
    
    (12
    %)Depreciation and amortization
    
    
    20,021
    
    
    
    24,487
    
    
    
    (4,466
    )
    
    
    (18
    %)Impairments and penalties on early termination of contracts
    
    
    1,222
    
    
    
    
    
    
    
    1,222
    
    
    
    100
    %Gain on sales of assets
    
    
    (30,989
    )
    
    
    (2,656
    )
    
    
    (28,333
    )
    
    
    1,067
    %Total operating expenses
    
    
    104,432
    
    
    
    164,614
    
    
    
    (60,182
    )
    
    
    (37
    %)Operating income
    
    $
    20,912
    
    
    $
    45,875
    
    
    $
    (24,963
    )
    
    
    (54
    %)
  46




---



##### Table of Contents



Corporate
 Year Ended December 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeOperating expenses:Direct operating expenses
    
    $
    
    
    
    $
    10
    
    
    $
    (10
    )
    
    
    (100
    %)General and administrative
    
    
    25,413
    
    
    
    23,410
    
    
    
    2,003
    
    
    
    9
    %Depreciation and amortization
    
    
    939
    
    
    
    180
    
    
    
    759
    
    
    
    422
    %Gain on sales of assets
    
    
    (8
    )
    
    
    (19
    )
    
    
    11
    
    
    
    (58
    %)Total operating expenses
    
    
    26,344
    
    
    
    23,581
    
    
    
    2,763
    
    
    
    12
    %Operating loss
    
    $
    (26,344
    )
    
    $
    (23,581
    )
    
    $
    (2,763
    )
    
    
    12
    %
  Other Items
 Year Ended December 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeInterest income
    
    $
    2,866
    
    
    $
    9,875
    
    
    $
    (7,009
    )
    
    
    (71
    %)Interest expense, net of amounts capitalized
    
    
    (50,139
    )
    
    
    (35,836
    )
    
    
    (14,303
    )
    
    
    40
    %Unrealized gain (loss) on mark-to-market of embedded derivative
    
    
    (842
    )
    
    
    52,653
    
    
    
    (53,495
    )
    
    
    (102
    %)Gain on conversion of debt
    
    
    11,330
    
    
    
    9,008
    
    
    
    2,322
    
    
    
    26
    %Refinancing costs
    
    
    (6,224
    )
    
    
    
    
    
    
    (6,224
    )
    
    
    100
    %Foreign exchange gain
    
    
    26,431
    
    
    
    1,397
    
    
    
    25,034
    
    
    
    1,792
    %Other expense, net
    
    
    (703
    )
    
    
    (2,994
    )
    
    
    2,291
    
    
    
    (77
    %)Income tax expense
    
    
    2,206
    
    
    
    13,422
    
    
    
    (11,216
    )
    
    
    (84
    %)Net (income) attributable to the noncontrolling interest
    
    
    (507
    )
    
    
    (6,791
    )
    
    
    6,284
    
    
    
    (93
    %)
 Interest income.
 Interest expense.
 47




---



##### Table of Contents



Unrealized gain (loss) on mark-to-market of embedded derivative.
 Gain on conversion of debt.
 Refinancing costs.
 Foreign exchange gain.
 Other expense, net.
 Income tax expense.
 Noncontrolling interest.
 48




---



##### Table of Contents



Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007
  Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues:Subsea Services
    
    $
    221,838
    
    
    $
    31,171
    
    
    $
    190,667
    
    
    
    612
    %Subsea Trenching and Protection
    
    
    123,804
    
    
    
    
    
    
    
    123,804
    
    
    
    100
    %Towing & Supply
    
    
    210,489
    
    
    
    224,937
    
    
    
    (14,448
    )
    
    
    (6
    %)Total Revenues
    
    
    556,131
    
    
    
    256,108
    
    
    
    300,023
    
    
    
    117
    %Operating Income (Loss):Subsea Services
    
    
    (114,575
    )
    
    
    11,594
    
    
    
    (126,169
    )
    
    
    (1,088
    %)Subsea Trenching and Protection
    
    
    (35,264
    )
    
    
    
    
    
    
    (35,264
    )
    
    
    100
    %Towing & Supply
    
    
    45,875
    
    
    
    75,483
    
    
    
    (29,608
    )
    
    
    (39
    %)Corporate
    
    
    (23,581
    )
    
    
    (20,447
    )
    
    
    (3,134
    )
    
    
    15
    %Total Operating Income (Loss)
    
    
    (127,545
    )
    
    
    66,630
    
    
    
    (194,175
    )
    
    
    (291
    %)Interest Income
    
    
    9,875
    
    
    
    14,132
    
    
    
    (4,257
    )
    
    
    (30
    %)Interest Expense, Net of Amounts Capitalized
    
    
    (35,836
    )
    
    
    (7,568
    )
    
    
    (28,268
    )
    
    
    374
    %Unrealized Gain on Mark-to-Market of Embedded Derivative
    
    
    52,653
    
    
    
    
    
    
    
    52,653
    
    
    
    100
    %Gain on Conversion of Debt
    
    
    9,008
    
    
    
    
    
    
    
    9,008
    
    
    
    100
    %Foreign Exchange Gain (Loss)
    
    
    1,397
    
    
    
    (2,282
    )
    
    
    3,679
    
    
    
    (161
    %)Other Expense, Net
    
    
    (2,994
    )
    
    
    (1,364
    )
    
    
    (1,630
    )
    
    
    120
    %Income (Loss) before Income Taxes
    
    
    (93,442
    )
    
    
    69,548
    
    
    
    (162,990
    )
    
    
    (234
    %)Income Tax Expense
    
    
    13,422
    
    
    
    11,808
    
    
    
    1,614
    
    
    
    14
    %Net Income (Loss)
    
    
    (106,864
    )
    
    
    57,740
    
    
    
    (164,604
    )
    
    
    (285
    %)Less: Net (Income) Loss Attributable to the Noncontrolling Interest
    
    
    (6,791
    )
    
    
    2,432
    
    
    
    (9,223
    )
    
    
    (379
    %)Net Income (Loss) Attributable to Trico Marine Services, Inc.
    
    $
    (113,655
    )
    
    $
    60,172
    
    
    $
    (173,827
    )
    
    
    (289
    %)
 49




---



##### Table of Contents



Years Ended December 31,2008
    
    
    2007Average Day Rates:SubseaMSVs (1)
    
    $
    74,919
    (5)
    
    
    N/ASPSVs (2)
    
    
    21,691
    
    
    
    17,156Subsea Trenching and Protection
    
    $
    155,978
    (5)
    
    
    N/ATowing and SupplyNorth Sea Class (3)
    
    $
    25,861
    
    
    $
    28,362OSVs (4)
    
    
    7,693
    
    
    
    8,600Utilization:SubseaMSVs
    
    
    79
    %      (5)
    
    
    N/ASPSVs
    
    
    81
    %
    
    
    94
    %Subsea Trenching and Protection
    
    
    93
    %      (5)
    
    
    N/ATowing and SupplyNorth Sea Class
    
    
    90
    %
    
    
    89
    %OSVs
    
    
    82
    %
    
    
    80
    %Average number of Vessels:SubseaMSVs
    
    
    9.3
    (5)
    
    
    N/ASPSVs
    
    
    5.4
    
    
    
    5.0Subsea Trenching and Protection
    
    
    3.8
    (5)
    
    
    N/ATowing and SupplyNorth Sea Class
    
    
    13.0
    
    
    
    13.0OSVs
    
    
    38.0
    
    
    
    36.2
 
 (1)
    
    Multi-purpose service vessels(2)
    
    Subsea platform supply vessels(3)
    
    Anchor handling, towing and supply vessels and platform supply vessels(4)
    
    Offshore supply vessels(5)
    
    Results for these vessel classes reflect the period from May 2008
to December 2008 50




---



##### Table of Contents



Segment Results
 Subsea Services
 Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    221,838
    
    
    $
    31,171
    
    
    $
    190,667
    
    
    
    612
    %Operating expenses:Direct operating expenses
    
    
    171,554
    
    
    
    17,403
    
    
    
    154,151
    
    
    
    886
    %General and administrative
    
    
    9,064
    
    
    
    82
    
    
    
    8,982
    
    
    
    10,954
    %Depreciation and amortization
    
    
    22,612
    
    
    
    2,092
    
    
    
    20,520
    
    
    
    981
    %Impairments and penalties on early termination of contracts
    
    
    133,183
    
    
    
    
    
    
    
    133,183
    
    
    
    100
    %Total operating expenses
    
    
    336,413
    
    
    
    19,577
    
    
    
    316,836
    
    
    
    1,618
    %Operating income (loss)
    
    $
    (114,575
    )
    
    $
    11,594
    
    
    $
    (126,169
    )
    
    
    (1,088
    %)
   Subsea Trenching and Protection
 Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    123,804
    
    
    $
    
    
    
    $
    123,804
    
    
    
    100
    %Operating expenses:Direct operating expenses
    
    
    93,137
    
    
    
    
    
    
    
    93,137
    
    
    
    100
    %General and administrative
    
    
    12,121
    
    
    
    
    
    
    
    12,121
    
    
    
    100
    %Depreciation and amortization
    
    
    14,153
    
    
    
    
    
    
    
    14,153
    
    
    
    100
    %Impairments and penalties on early termination of contracts
    
    
    39,657
    
    
    
    
    
    
    
    39,657
    
    
    
    100
    %Total operating expenses
    
    
    159,068
    
    
    
    
    
    
    
    159,068
    
    
    
    100
    %Operating loss
    
    $
    (35,264
    )
    
    $
    
    
    
    $
    (35,264
    )
    
    
    100
    %
  51




---



##### Table of Contents



Towing and Supply
 Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    210,489
    
    
    $
    224,937
    
    
    $
    (14,448
    )
    
    
    (6
    %)Operating expenses:Direct operating expenses
    
    
    119,193
    
    
    
    110,074
    
    
    
    9,119
    
    
    
    8
    %General and administrative
    
    
    23,590
    
    
    
    20,536
    
    
    
    3,054
    
    
    
    15
    %Depreciation and amortization
    
    
    24,487
    
    
    
    21,625
    
    
    
    2,862
    
    
    
    13
    %Impairments and penalties on early termination of contracts
    
    
    
    
    
    
    116
    
    
    
    (116
    )
    
    
    (100
    %)Gain on sales of assets
    
    
    (2,656
    )
    
    
    (2,897
    )
    
    
    241
    
    
    
    (8
    %)Total operating expenses
    
    
    164,614
    
    
    
    149,454
    
    
    
    15,160
    
    
    
    10
    %Operating income
    
    $
    45,875
    
    
    $
    75,483
    
    
    $
    (29,608
    )
    
    
    (39
    %)
   Corporate
 Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeOperating expenses:Direct operating expenses
    
    $
    10
    
    
    $
    9
    
    
    $
    1
    
    
    
    11
    %General and administrative
    
    
    23,410
    
    
    
    19,784
    
    
    
    3,626
    
    
    
    18
    %Depreciation and amortization
    
    
    180
    
    
    
    654
    
    
    
    (474
    )
    
    
    (72
    %)Gain on sales of assets
    
    
    (19
    )
    
    
    
    
    
    
    (19
    )
    
    
    100
    %Total operating expenses
    
    
    23,581
    
    
    
    20,447
    
    
    
    3,134
    
    
    
    15
    %Operating loss
    
    $
    (23,581
    )
    
    $
    (20,447
    )
    
    $
    (3,134
    )
    
    
    15
    %
  52




---



##### Table of Contents



Other Items
 Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeInterest income
    
    $
    9,875
    
    
    $
    14,132
    
    
    $
    (4,257
    )
    
    
    (30
    %)Interest expense, net of amounts capitalized
    
    
    (35,836
    )
    
    
    (7,568
    )
    
    
    (28,268
    )
    
    
    374
    %Unrealized gain on mark-to-market of embedded derivative
    
    
    52,653
    
    
    
    
    
    
    
    52,653
    
    
    
    100
    %Gain on conversion of debt
    
    
    9,008
    
    
    
    
    
    
    
    9,008
    
    
    
    100
    %Foreign exchange gain (loss)
    
    
    1,397
    
    
    
    (2,282
    )
    
    
    3,679
    
    
    
    (161
    %)Other expense, net
    
    
    (2,994
    )
    
    
    (1,364
    )
    
    
    (1,630
    )
    
    
    120
    %Income tax expense
    
    
    13,422
    
    
    
    11,808
    
    
    
    1,614
    
    
    
    14
    %Net (income) loss attributable to the noncontrolling interest
    
    
    (6,791
    )
    
    
    2,432
    
    
    
    (9,223
    )
    
    
    (379
    %)
 Interest income.
 Interest expense.
 Unrealized gain on mark-to-market of embedded derivative.
 Gain on conversion of debt .
 Foreign exchange gain (loss).
 Other expense, net.
 Income tax expense.
 Noncontrolling interest.
 53




---



##### Table of Contents



Liquidity and Capital Resources
 Overview
     Liquidity Sufficiency
   54




---



##### Table of Contents



Other Liquidity Items
     55




---



##### Table of Contents



December 31, 2009
    
    
    December 31, 2008Current
    
    
    Long-Term
    
    
    Total
    
    
    Current
    
    
    Long-Term
    
    
    TotalOutstanding debt:Obligations of Parent Company (Trico Other)$50 million U.S. Revolving Credit Facility Agreement, maturing in December 2011
    
    $
    11,347
    
    
    $
    
    
    
    $
    11,347
    (1)
    
    $
    10,000
    
    
    $
    36,460
    
    
    $
    46,460
    (1)$202.8 million face amount, 8.125% Convertible Debentures, net of unamortized
discount of $12.3 million as of December 31, 2009, interest payable semi-annually
in arrears, maturing on February 1, 2013
    
    
    19,774
    
    
    
    170,696
    
    
    
    190,470
    
    
    
    
    
    
    
    
    
    
    
    $150.0 million face amount, 3% Senior Convertible Debentures, net of unamortized
discount of $30.0 million and $35.9 million as of December 31, 2009 and December 31, 2008,
respectively, interest payable semi-annually in arrears, maturing on January 15, 2027
    
    
    
    
    
    
    119,992
    
    
    
    119,992
    
    
    
    
    
    
    
    114,150
    
    
    
    114,150Insurance note
    
    
    119
    
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    31,240
    
    
    
    290,688
    
    
    
    321,928
    
    
    
    10,000
    
    
    
    150,610
    
    
    
    160,610Obligations of Trico Supply and Subsidiaries$400.0 million face amount, 11.875% Senior Secured Notes, net of unamortized
discount of $14.1 million as of December 31, 2009, interest payable semi-annually
in arrears, maturing on November 1, 2014
    
    
    
    
    
    
    385,925
    
    
    
    385,925
    
    
    
    
    
    
    
    
    
    
    
    $33 million Working Capital Facility, maturing December 2011
    
    
    20,000
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    Motor vehicle leases
    
    
    87
    
    
    
    47
    
    
    
    134
    
    
    
    243
    
    
    
    
    
    
    
    243Subtotal
    
    
    20,087
    
    
    
    385,972
    
    
    
    406,059
    
    
    
    243
    
    
    
    
    
    
    
    243Obligations of Non-Guarantor Subsidiaries6.11% Notes, principal and interest due in 30 semi-annual installments, maturing April 2014
    
    
    1,258
    
    
    
    4,399
    
    
    
    5,657
    
    
    
    1,258
    
    
    
    5,657
    
    
    
    6,915Fresh-start debt premium
    
    
    
    
    
    
    253
    
    
    
    253
    
    
    
    
    
    
    
    312
    
    
    
    312Subtotal
    
    
    1,258
    
    
    
    4,652
    
    
    
    5,910
    
    
    
    1,258
    
    
    
    5,969
    
    
    
    7,227Total outstanding debt
    
    
    52,585
    
    
    
    681,312
    
    
    
    733,897
    
    
    
    11,501
    
    
    
    156,579
    
    
    
    168,080Debt paid and refinanced:Obligations of Parent Company (Trico Other)$278.0 million face amount, 6.5% Senior Convertible Debentures, net of unamortized
discount of $45.0 million as of December 31, 2008, interest payable semi-annually in
arrears, exchanged in May 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    232,998
    
    
    
    232,998Obligations of Trico Supply and SubsidiariesNOK 350 million Revolving Credit Facility, maturing January 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,600
    
    
    
    57,931
    
    
    
    61,531NOK 230 million Revolving Credit Facility, maturing January 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,294
    
    
    
    18,939
    
    
    
    21,233NOK 150 million Additional Term Loan, maturing January 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,644
    
    
    
    6,754
    
    
    
    10,398NOK 200 million Overdraft Facility, maturing January 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,207
    
    
    
    3,20723.3 million Euro Revolving Credit Facility, maturing March 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,717
    
    
    
    19,717NOK 260 million Short Term Credit Facility, interest at 9.9%, maturing
on February 1, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,631
    
    
    
    
    
    
    
    11,631$200 million Revolving Credit Facility, maturing in May 2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,563
    
    
    
    130,000
    
    
    
    160,563$100 million Revolving Credit Facility, maturing no later than December 2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    15,000$18 million Revolving Credit Facility, maturing December 5, 2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    14,000
    
    
    
    16,0008 million Sterling Overdraft Facility, due on demand
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,812
    
    
    
    
    
    
    
    9,81224.2 million Sterling Asset Financing Revolving Credit Facility, maturing
no later than December 13, 2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,238
    
    
    
    14,048
    
    
    
    17,286Finance lease obligations assumed in the acquisition of DeepOcean, maturing from
October 2009 to November 2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,225
    
    
    
    11,947
    
    
    
    14,172Other debt assumed in the acquisition of DeepOcean
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,474
    
    
    
    5,978
    
    
    
    8,452Total amount of debt paid and refinanced
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,481
    
    
    
    530,519
    
    
    
    602,000Total debt
    
    $
    52,585
    
    
    $
    681,312
    
    
    $
    733,897
    
    
    $
    82,982
    
    
    $
    687,098
    
    
    $
    770,080
 
 (1)
    
    We were in compliance with our maximum consolidated leverage ratio as of
December 31, 2008, March 31, 2009 and June 30, 2009. In August 2009, we entered into an
amendment whereby the maximum consolidated leverage was increased from 4.5:1 to 5.0:1 for the
fiscal quarter ended September 30, 2009. We were not in compliance with this consolidated
leverage ratio covenant at September 30, 2009 due to the negative impact on calculated EBITDA
of the increase in value of the embedded derivative associated with the 8.125% Debentures
which was primarily the result of an increase in our stock price. We received an amendment
retroactive to September 30, 2009 that amended the calculation retroactively and prospectively
to exclude the effects of the change in the value of this embedded derivative. With this
amendment, we were in compliance with this covenant as of September 30, 2009. This amendment
also increased the consolidated leverage ratio to 8.50:1 for each of the quarters ending
between December 31, 2009 through September 30, 2010. The ratio decreases to 8.00:1 for the
fiscal quarter ending December 31, 2010, and subsequently decreases to 7.00:1 for the fiscal
quarter ending March 31, 2011, 6.00:1 for the fiscal quarter ending June 30, 2011, and to
5.00:1 for any fiscal quarters ending thereafter.In December 2009, we entered into an amendment that excluded the impact on the minimum net worth
covenant of the impairment charge related to four construction vessels. This amendment also
increased the consolidated leverage ratio to 11.0:1 for the quarters ending December 31, 2009,
March 31, 2010, and June 30, 2010 and to 10.0:1 for the quarter ending September 30, 2010 while
leaving the ratio levels for December 31, 2010 and beyond unchanged. In conjunction with this
amendment, the current availability under the facility was reduced to $15 million from $25
million with the reduced availability being restored when we are below the consolidated ratio
levels that were in effect prior to this amendment. 56




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##### Table of Contents



Facility
    
    Lender (s)
    
    Borrower
    
    Guarantor
    
    Financial CovenantsObligations of Parent Company (Trico Other):U.S. Credit Facility
    
    Nordea Bank Finland
PLC / Bayerische Hypo
 Und
Vereinsbank AG (HVB)
    
    Trico Marine Services, Inc.
    
    Trico Marine
Assets, Inc., Trico
Marine Operators,
Inc.
    
    (1), (2), (3), (4), (5)8.125% Debentures
    
    Various
    
    Trico Marine Services, Inc.
    
    None
    
    No maintenance covenants3% Debentures
    
    Various
    
    Trico Marine Services, Inc.
    
    None
    
    No maintenance covenantsObligations of Trico Supply and Subsidiaries:Senior Secured Notes
    
    Various
    
    Trico Shipping AS
    
    Trico Supply and
subsidiaries, Trico
Marine Services
    
    No maintenance covenantsTrico Shipping Working 
Capital Facility
    
    Nordea Bank Finland
PLC / Bayerische
Hypo  Und Vereinsbank
AG (HVB)
    
    Trico Shipping AS
    
    Trico Supply and
subsidiaries, Trico
Marine Services
    
    No maintenance covenantsObligations of Non-Guarantor Subsidiaries:6.11% Notes
    
    Various
    
    Trico Marine
International, Inc.
    
    Trico Marine
Services, Inc. and
U.S. Maritime
Administration
    
    No maintenance covenants
 
 (1)
    
    Consolidated Net Worth  minimum net worth of Borrower(2)
    
    Free Liquidity unrestricted cash and or unutilized loan commitments at Borrower must be at
least $5.0 million (excluding certain indirect and direct subsidiaries)(3)
    
    Consolidated Leverage Ratio: Net Debt to 12 month rolling EBITDA* less than or equal to
11.0:1 for the quarters ending December 31, 2009, March 31, 2010 and June 30, 2010, 10.0:1 for the quarter
ending September 30, 2010, 8.00:1 for the quarter ending December 31, 2010 and 7.00:1, 6.00:1,
5.00:1, for the quarters ending March 31, 2011, June 30, 2011, September 30, 2011 and
thereafter, respectively. Calculated at the Borrower level(4)
    
    Maintenance Capital Expenditures  limits the amount of maintenance capital expenditures in
any given fiscal year(5)
    
    Collateral coverage  appraised value of collateral (vessels) must exceed 120% of amount
outstanding and amount available*
    
    EBITDA is defined in (3) above as Consolidated Net Income attributable to Trico Marine
Services, Inc. before deducting there from: (i) interest expense, (ii) provisions for taxes
based on income included in Consolidated Net Income attributable to Trico Marine Services,
Inc., (iii) any and all non-cash gains or losses in connection with embedded derivatives
related to the 8.125% Debentures, and (iv) amortization and depreciation without giving any
effect to (x) any extraordinary gains or extraordinary non-cash losses and (y) any gains or
losses from sales of assets other than the sale of inventory in the ordinary course of
business. Prior to December 31, 2009, pro-forma adjustments shall be made for any vessels
delivered during the period as if such vessels were acquired or delivered on the first day of
the relevant 12 month test period. Calculated at the Borrowers level.   Minimum
    
    
    
    
    
    MinimumRequirement as
    
    December 31,
    
    Requirement to be metFinancial
    
    of December 31,
    
    2009 Results
    
    on March 31,Facility
    
    Covenant
    
    2009
    
    (1)
    
    2010Obligations of Parent Company (Trico Other):U.S. Credit Facility
    
    Consolidated Leverage Ratio
    
    Net Debt to 12 month
rolling EBITDA less
than or equal to 11.0:1
    
    
    9.65
    
    
    Net Debt to 12 month
rolling EBITDA less than
or equal to 11.0:1U.S. Credit Facility
    
    Consolidated Net Worth
    
    Net Worth must exceed
$311.1 million (equal
to 80% of net worth on
commencement date)
    
    $453.8 million
    
    Net Worth must exceed
$311.1 million (equal to
80% of net worth on
commencement date)U.S. Credit Facility
    
    Free Liquidity
    
    $5.0 million
    
    $6.9 million
    
    $5.0 million
 
 (1)
    
    We are in compliance with our debt covenants at
December 31, 2009 after  giving consideration to amendments and
waivers. Please see Item 1A Risk
Factors for more details about potential risks involving these facilities. Amounts in this
section reflecting U.S.  Dollar equivalents for foreign denominated debt amounts are translated
at currency rates in effect at December 31, 2009. 57




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Equity Subscription/Contribution Commitment.
 Cross Default 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 such failure continues for 30 days after notice thereof.
 
    
    The U.S. Credit Facility allows the lenders to declare an event of default
and require immediate repayment if we or any of our subsidiaries were to be in default on
more than $10 million in other indebtedness or if there is an event of default under the
Trico Shipping Working Capital Facility.
 
    
    The Senior Secured Notes allow the lenders to declare an event of default if there is an
event of default on other indebtedness and that default: (i) is caused by a failure to make
any payment when due at the final maturity of such indebtedness; or (ii) results in the
acceleration of such indebtedness prior to its express maturity, and, in each case, the
principal (or face) amount of any such indebtedness, together with the principal (or face)
amount of any other indebtedness with respect to which an event described herein has
occurred, aggregates $20.0 million or more. The lenders may also declare an event of default
if there is a default under the Trico Shipping Working Capital Facility Agreement which is
caused by a failure to make any payment when due or results in the acceleration of such
Indebtedness prior to its express maturity.
 
    
    The Trico Shipping Working Capital Facility Agreement allows the lenders to declare an
event of default and requires immediate repayment if there is an event of default under the
U.S. Credit Facility, an event of default under the Senior Secured Notes, or if
we or any of our subsidiaries were to be in default on more than $10 million in other
indebtedness.
 58




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Recent Amendments and Waivers
 
    
    In March 2010, we received waivers related to the requirement that an unqualified auditors
opinion without an explanatory paragraph in relation to going concern accompany its annual
financial statements. Separate waivers were received for each of the U.S. Credit Facility and
the Trico Shipping Working Capital Facility. In conjunction with
the amendment to the Trico Shipping Working Capital Facility, the amount available under the
facility was reduced from $29.7 million to $26.0 million.
 
    
    In January 2010, we entered into an amendment to the U.S. Credit Facility to change the
definition of Free Liquidity such that any amounts that were committed under the facility,
whether available to be drawn or not, would be included for the purposes of calculating the
free liquidity covenant.
 
    
    In December 2009, we entered into an amendment that excluded the impact on the minimum net
worth covenant of the impairment charge related to four construction vessels under our U.S. Credit Facility. This amendment also increased the consolidated leverage ratio to
11.0:1 for the quarters ending December 31, 2009, March 31, 2010, and June 30, 2010 and to
10.0:1 for the quarter ending September 30, 2010 while leaving the ratio levels for December
31, 2010 and beyond unchanged. In conjunction with this amendment, the current availability
under the facility was reduced to $15 million from $25 million with the reduced availability
being restored when we are below the consolidated ratio levels that were in effect prior to
this amendment.
 
    
    In October 2009, we received an amendment retroactive to September 30, 2009 that amends the
consolidated leverage ratio covenant under our U.S. Credit Facility to exclude the
effects of the change in the value of the embedded derivative associated with the 8.125%
Debentures in the EBITDA calculation. With this amendment, we were in compliance with this
covenant as of September 30, 2009. This amendment also increased the consolidated leverage
ratio to 8.50:1 for each of the quarters ending between December 31, 2009 through September
30, 2010. The ratio decreases to 8.00:1 for the fiscal quarter ending December 31, 2010, and
subsequently decreases to 7.00:1 for the fiscal quarter ending March 31, 2011, 6.00:1 for the
fiscal quarter ending June 30, 2011, and to 5.00:1 for any fiscal quarters ending thereafter.
 
    
    In August 2009, we entered into an amendment to our U.S. Credit Facility whereby
the maximum consolidated leverage ratio was increased from 4.5:1 to 5.0:1 for the fiscal
quarter ending September 30, 2009. The consolidated leverage ratios for the remaining periods
were not amended and remain at 4.5:1 for the fiscal quarter ending December 31, 2009 and 4.0:1
for any fiscal quarter ending after December 31, 2009. In connection with this amendment, the
margin was increased from 3.25% to 5.0%. The total commitment under this facility has also
been permanently reduced to $35 million.
 
    
    In March 2009, we entered into a series of retroactive amendments to change the method of
calculating the minimum net worth covenant for the U.S. Credit Facility. This
amendment adjusted the calculation of net worth in order to permanently eliminate the negative
effect on net worth of any non-cash goodwill adjustments including that which was included in
the December 31, 2008 financial statements. Subsequent to this adjustment, we were in
compliance with the net worth covenants as of December 31, 2008.
 Our Capital Requirements
    59




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Cash Flows
  Year Ended December 312009
    
    2008
    
    2007Cash flow provided by operations
    
    $
    59,974
    
    
    $
    79,938
    
    
    $
    112,476Cash flow used in investing
    
    
    (20,004
    )
    
    
    (592,877
    )
    
    
    (235,269
    )Cash flow provided by (used in) financing
    
    
    (91,525
    )
    
    
    502,596
    
    
    
    130,361Effects of foreign exchange rate changes on cash
    
    
    9,923
    
    
    
    (26,507
    )
    
    
    9,722
  Operating Activities
   Investing Activities.
   60




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Financing Activities .
   Off-Balance Sheet Arrangements
  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)
    
    $
    790,068
    
    
    $
    52,585
    
    
    $
    104,049
    
    
    $
    483,434
    
    
    $
    150,000Interest on fixed rate debt (3)
    
    
    346,383
    
    
    
    68,318
    
    
    
    127,162
    
    
    
    96,728
    
    
    
    54,175Interest on variable rate debt (4)
    
    
    1,663
    
    
    
    1,659
    
    
    
    4
    
    
    
    
    
    
    
    Vessel construction obligations (5)
    
    
    37,539
    
    
    
    34,403
    
    
    
    3,136
    
    
    
    
    
    
    
    Time charter and equipment leases
    
    
    311,853
    
    
    
    127,292
    
    
    
    107,567
    
    
    
    54,296
    
    
    
    22,698Operating lease obligations
    
    
    9,637
    
    
    
    3,598
    
    
    
    3,135
    
    
    
    2,100
    
    
    
    804Taxes payable (6)
    
    
    36,480
    
    
    
    4,594
    
    
    
    9,188
    
    
    
    9,188
    
    
    
    13,510Pension obligations
    
    
    4,164
    
    
    
    309
    
    
    
    655
    
    
    
    708
    
    
    
    2,492Total
    
    $
    1,537,787
    
    
    $
    292,758
    
    
    $
    354,896
    
    
    $
    646,454
    
    
    $
    243,679
 
 (1)
    
    Excludes fresh-start debt premium of $0.3 million and unamortized discounts on
the Senior Secured Notes, 3% Debentures and 8.125% Debentures of $14.1 million, $30.0 million
and $12.3 million, respectively, at December 31, 2009.(2)
    
    Does not assume any early conversions or redemptions of the 8.125% Debentures and 3%
Debentures as each is assumed to reach its originally stated maturity date or be repaid based
on its amortization schedule. Holders of our 3% Debentures have the right to require us to
repurchase the debentures on each of January 15, 2014, January 15, 2017 and January 15, 2022.
Please see Note 2 in our consolidated financial statements for Risks,  Uncertainties, and Going Concern. We
have the option to make amortization payments on the 8.125% Debentures in either cash or
stock. Due to our expected liquidity position and limitations in the U.S. Credit Facility, we
expect to make the amortization payments of approximately $10 million due on the 8.125%
Debentures on each of August 1, 2010 and November 1, 2010 in common stock.(3)
    
    Primarily includes semi-annual interest payments on the Senior Secured Notes, the
8.125% Debentures and the 3% Debentures to their maturities of 2014, 2013 and 2027,
respectively, and interest payments on the 6.11% Notes maturing 2014.(4)
    
    For the purpose of this calculation, amounts assume interest rates on floating rate
obligations remain unchanged from levels at December 31, 2009, throughout the life of the
obligation. 61




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##### Table of Contents



(5)
    
    Reflects committed expenditures and does not reflect the future capital expenditures
budgeted for periods presented which are discretionary. In 2009, we also canceled the Deep
Cygnus, a large newbuild vessel, thereby terminating our obligation to fund $41.6 million in
capital expenditures, and completed negotiations with Tebma to suspend construction of the
remaining four newbuild MPSVs (the Trico Surge, Trico Sovereign, Trico Seekerand Trico
Searcher). We hold the option to cancel construction of the four newbuild MPSVs after July 15,
2010. Due to the expectation that we are likely to exercise the termination option for the
last four vessels, we incurred a non-cash impairment charge of $116.1 million in the fourth
quarter of 2009. This represents the excess of carrying costs over the fair value of the asset
upon termination. If we did not exercise this option after the first twelve months, our total
committed future capital expenditures would be increased approximately $87 million in the
above table for the last four vessels. Since the beginning of 2009, we have sold legacy towing
and supply vessels worth $73 million and as of December 31, 2009, we had signed agreements for
the sale of six additional vessels, including one AHTS, for a total of approximately $20
million. Three of these vessel sales have been completed so far in 2010.(6)
    
    Norwegian tax laws allow for a portion of the accumulated untaxed shipping
profits, $36.5 million, prior to December 31, 2009 to be paid in equal installments over the
next eight years (please refer to the recent Norwegian Supreme Court decision described in
Note 19 to our consolidated financial statements). An additional liability of $18.6 million
could be satisfied through making qualifying environmental expenditures. As a result of
changes in Norwegian tax laws during the first quarter of 2009, we recognized a one-time tax
benefit in first quarter earnings of $18.6 million. We also have liabilities for uncertain tax
positions of $2.4 million at December 31, 2009 which have not been included in the table above
due to the uncertain timing of settlement.   Our Critical Accounting Policies
  Revenue Recognition.
   62




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Goodwill and Intangible Assets .
     Accounting for Long-Lived Assets.
  63




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Impairment of Long-Lived Assets.
 Trico Surge Trico Sovereign, Trico Seeker Trico Searcher
 Unrealized Gain on Mark-to-Market of Embedded Derivative.
 Deferred Tax Valuation Allowance.
   64




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Uncertain Tax Positions.
 Recent Accounting Standards
      65




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66




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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
  ApproximateExpected Maturity Date at December 31, 2009
    
    
    
    
    
    
    Fair Value atYear Ending December 31,
    
    
    
    
    
    
    
    
    
    
    December 31,(Dollars in thousands)
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    2009Fixed rate debt (1)
    
    $
    21,151
    
    
    $
    35,210
    
    
    $
    68,792
    
    
    $
    82,809
    
    
    $
    400,625
    
    
    $
    150,000
    
    
    $
    655,920Variable rate debt (2)
    
    
    31,434
    
    
    
    36
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,481Total debt
    
    $
    52,585
    
    
    $
    35,246
    
    
    $
    68,803
    
    
    $
    82,809
    
    
    $
    400,625
    
    
    $
    150,000
    
    
    $
    687,401
 
 (1)
    
    Primarily includes (i) the 11.875% Senior Secured Notes, bearing interest at
11.875%, interest payable semi-annually and maturing in 2014, (ii) the 3% Debentures, bearing
interest at 3.00%, interest payable semi-annually and maturing in 2027, (iii) the 8.125%
Debentures bearing interest at 8.125%, principal and interest payable semi-annually, maturing
2013 and (iv) the 6.11% Notes, bearing interest at 6.11%, principal and interest due in 30
semi-annual installments, maturing in 2014.(2)
    
    Primarily includes (i) $50 million U.S. Credit Facility and (ii) Trico
Shipping Working Capital Facility as further described in Note 5 to our consolidated financial
statements included herein in Item 8. Foreign Currency Exchange Rate Risk
    67




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Embedded Derivative Risk
  68




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##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data
 Index to Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm
    
    
    70Consolidated Balance SheetsAs of December 31, 2009 and as of December 31, 2008
    
    
    71Consolidated Statements of OperationsYears Ended December 31, 2009, 2008 and 2007
    
    
    72Consolidated Statements of Cash FlowsYears Ended December 31, 2009, 2008 and 2007
    
    
    73Consolidated Statements of EquityYears Ended December 31, 2009, 2008 and 2007
    
    
    74Notes to Consolidated Financial Statements
    
    
    75
 69




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Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
     
 70




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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 As of December 31,2009
    
    
    2008(In thousands, except share amounts)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    52,981
    
    
    $
    94,613Restricted cash
    
    
    3,630
    
    
    
    3,566Accounts receivable, net
    
    
    98,600
    
    
    
    155,065Prepaid expenses and other current assets
    
    
    18,761
    
    
    
    13,462Assets held for sale
    
    
    15,223
    
    
    
    Total current assets
    
    
    189,195
    
    
    
    266,706Property and equipment:Marine vessels
    
    
    522,169
    
    
    
    502,417Subsea equipment
    
    
    182,576
    
    
    
    153,003Construction-in-progress
    
    
    168,879
    
    
    
    260,069Transportation and other
    
    
    6,649
    
    
    
    4,902880,273
    
    
    
    920,391Less accumulated depreciation and amortization
    
    
    (152,116
    )
    
    
    (115,981
    )Net property and equipment, net
    
    
    728,157
    
    
    
    804,410Restricted cash, noncurrent
    
    
    3,926
    
    
    
    Intangible assets
    
    
    116,471
    
    
    
    106,983Other assets
    
    
    38,510
    
    
    
    24,637Total assets
    
    $
    1,076,259
    
    
    $
    1,202,736LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term debt
    
    $
    52,585
    
    
    $
    82,982Accounts payable
    
    
    45,961
    
    
    
    53,872Accrued expenses
    
    
    88,990
    
    
    
    85,656Accrued interest
    
    
    12,738
    
    
    
    10,383Foreign taxes payable
    
    
    4,594
    
    
    
    4,000Income taxes payable
    
    
    9,182
    
    
    
    18,133Other current liabilities
    
    
    104
    
    
    
    Total current liabilities
    
    
    214,154
    
    
    
    255,026Long-term debt
    
    
    681,312
    
    
    
    687,098Long-term derivative
    
    
    6,003
    
    
    
    1,119Foreign taxes payable
    
    
    31,886
    
    
    
    47,508Deferred income taxes
    
    
    19,219
    
    
    
    5,104Other liabilities
    
    
    11,357
    
    
    
    6,001Total liabilities
    
    
    963,931
    
    
    
    1,001,856Commitments and contingencies (See Note 17)
    
    
    
    
    
    
    Total equity:Common stock, $.01 par value, 50,000,000 shares authorized and 20,108,224
and 16,199,980 shares issued at December 31, 2009 and 2008, respectively
    
    
    201
    
    
    
    160Warrants
    
    
    1,640
    
    
    
    1,640Additional paid-in capital
    
    
    340,803
    
    
    
    316,694Retained earnings (accumulated deficit)
    
    
    (120,069
    )
    
    
    25,197Accumulated other comprehensive income (loss), net of tax
    
    
    (153,301
    )
    
    
    (202,681
    )Phantom stock
    
    
    47,643
    
    
    
    55,588Treasury stock, at cost, 570,207 shares at December 31, 2009 and 2008,
respectively
    
    
    (17,604
    )
    
    
    (17,604
    )Total Trico Marine Services, Inc. equity
    
    
    99,313
    
    
    
    178,994Noncontrolling interest
    
    
    13,015
    
    
    
    21,886Total equity
    
    
    112,328
    
    
    
    200,880Total liabilities and equity
    
    $
    1,076,259
    
    
    $
    1,202,736
  71




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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 Year Ended December 31,2009
    
    
    2008
    
    
    2007(In thousands, except share amounts)Revenues
    
    $
    642,200
    
    
    $
    556,131
    
    
    $
    256,108Operating expenses:Direct operating expenses
    
    
    502,439
    
    
    
    383,894
    
    
    
    127,128General and administrative
    
    
    81,276
    
    
    
    68,185
    
    
    
    40,760Depreciation and amortization
    
    
    77,533
    
    
    
    61,432
    
    
    
    24,371Impairments and penalties on early termination of contracts
    
    
    137,267
    
    
    
    172,840
    
    
    
    116Gain on sales of assets
    
    
    (31,043
    )
    
    
    (2,675
    )
    
    
    (2,897
    )Total operating expenses
    
    
    767,472
    
    
    
    683,676
    
    
    
    189,478Operating income (loss)
    
    
    (125,272
    )
    
    
    (127,545
    )
    
    
    66,630Interest expense, net of amounts capitalized
    
    
    (50,139
    )
    
    
    (35,836
    )
    
    
    (7,568
    )Interest income
    
    
    2,866
    
    
    
    9,875
    
    
    
    14,132Unrealized gain (loss) on mark-to-market of embedded derivative
    
    
    (842
    )
    
    
    52,653
    
    
    
    Gain on conversion of debt
    
    
    11,330
    
    
    
    9,008
    
    
    
    Refinancing costs
    
    
    (6,224
    )
    
    
    
    
    
    
    Foreign exchange gain (loss)
    
    
    26,431
    
    
    
    1,397
    
    
    
    (2,282
    )Other expense, net
    
    
    (703
    )
    
    
    (2,994
    )
    
    
    (1,364
    )Income (loss) before income taxes
    
    
    (142,553
    )
    
    
    (93,442
    )
    
    
    69,548Income tax expense
    
    
    2,206
    
    
    
    13,422
    
    
    
    11,808Net income (loss)
    
    
    (144,759
    )
    
    
    (106,864
    )
    
    
    57,740Less: Net (income) loss attributable to the noncontrolling interest
    
    
    (507
    )
    
    
    (6,791
    )
    
    
    2,432Net income (loss) attributable to Trico Marine Services, Inc.
    
    $
    (145,266
    )
    
    $
    (113,655
    )
    
    $
    60,172Earnings (loss) per common share:Basic
    
    $
    (7.60
    )
    
    $
    (7.71
    )
    
    $
    4.13Diluted
    
    $
    (7.60
    )
    
    $
    (7.71
    )
    
    $
    3.98Weighted average shares outstanding:Basic
    
    
    19,104
    
    
    
    14,744
    
    
    
    14,558Diluted
    
    
    19,104
    
    
    
    14,744
    
    
    
    15,137
  72




---



##### Table of Contents



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2009
    
    
    2008
    
    
    2007(in thousands)Cash flows from operating activities:Net income (loss)
    
    $
    (144,759
    )
    
    $
    (106,864
    )
    
    $
    57,740Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    77,533
    
    
    
    61,432
    
    
    
    24,371Amortization of non-cash deferred revenues
    
    
    (449
    )
    
    
    (345
    )
    
    
    (910
    )Amortization of deferred financing costs
    
    
    6,349
    
    
    
    3,671
    
    
    
    Noncash benefit related to change in Norwegian tax law
    
    
    (18,568
    )
    
    
    
    
    
    
    Accretion of debt discount
    
    
    11,980
    
    
    
    10,549
    
    
    
    4,506Deferred income taxes
    
    
    14,098
    
    
    
    (14,928
    )
    
    
    (1,551
    )Impairments
    
    
    132,106
    
    
    
    172,840
    
    
    
    116Change in fair value of derivative
    
    
    803
    
    
    
    (52,653
    )
    
    
    Gain on conversion of 6.5% debentures
    
    
    (11,330
    )
    
    
    (9,008
    )
    
    
    Cash paid for make-whole premium related to conversion of 6.5% debentures
    
    
    (6,915
    )
    
    
    (6,255
    )
    
    
    Foreign currency (gains)/losses, net
    
    
    (6,192
    )
    
    
    
    
    
    
    Gain on sales of assets
    
    
    (31,043
    )
    
    
    (2,675
    )
    
    
    (2,897
    )Provision on doubtful accounts
    
    
    5,675
    
    
    
    1,364
    
    
    
    78Stock based compensation
    
    
    2,896
    
    
    
    3,834
    
    
    
    3,247Change in operating assets and liabilities:Accounts receivable
    
    
    67,584
    
    
    
    (16,597
    )
    
    
    15,177Prepaid expenses and other current assets
    
    
    (15,317
    )
    
    
    25,854
    
    
    
    (848
    )Accounts payable and accrued expenses
    
    
    (18,570
    )
    
    
    3,426
    
    
    
    12,247Foreign taxes payable
    
    
    (5,975
    )
    
    
    (16,930
    )
    
    
    5,829Income taxes payable
    
    
    (8,958
    )
    
    
    17,865
    
    
    
    (945
    )Other, net
    
    
    9,026
    
    
    
    5,358
    
    
    
    (3,684
    )Net cash provided by operating activities
    
    
    59,974
    
    
    
    79,938
    
    
    
    112,476Cash flows from investing activities:Acquisition of Active Subsea, net of acquired cash
    
    
    
    
    
    
    
    
    
    
    (220,443
    )Acquisition of DeepOcean, net of acquired cash
    
    
    
    
    
    
    (506,093
    )
    
    
    Purchases of property and equipment
    
    
    (89,860
    )
    
    
    (107,478
    )
    
    
    (26,063
    )Proceeds from sales of assets
    
    
    73,263
    
    
    
    7,110
    
    
    
    4,649Purchases of available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    (184,815
    )Sale of available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    187,290Sale of hedge instrument
    
    
    
    
    
    
    8,150
    
    
    
    Decrease (increase) in restricted cash
    
    
    (3,407
    )
    
    
    5,434
    
    
    
    4,113Net cash used in investing activities
    
    
    (20,004
    )
    
    
    (592,877
    )
    
    
    (235,269
    )Cash flows from financing activities:Purchases of treasury stock
    
    
    
    
    
    
    
    
    
    
    (17,604
    )Net proceeds from exercises of warrants and options
    
    
    
    
    
    
    11,962
    
    
    
    2,027Net proceeds from issuance of Senior Secured Notes
    
    
    385,572
    
    
    
    
    
    
    
    Proceeds from issuance of senior convertible debentures
    
    
    
    
    
    
    300,000
    
    
    
    150,000Repayment from issuance of senior convertible debentures
    
    
    (12,676
    )
    
    
    
    
    
    
    Proceeds (repayments) from debt
    
    
    
    
    
    
    203,764
    
    
    
    742Repayments
of revolving credit facilities
    
    
    (483,916
    )
    
    
    
    
    
    
    Proceeds
from  revolving credit facilities
    
    
    48,224
    
    
    
    
    
    
    
    Contribution from noncontrolling interest
    
    
    
    
    
    
    3,519
    
    
    
    Dividend to noncontrolling partner
    
    
    (6,120
    )
    
    
    
    
    
    
    Debt issuance costs
    
    
    (16,385
    )
    
    
    (16,649
    )
    
    
    (4,804
    )Refinancing costs
    
    
    (6,224
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    (91,525
    )
    
    
    502,596
    
    
    
    130,361Effect of exchange rate changes on cash and cash equivalents
    
    
    9,923
    
    
    
    (26,507
    )
    
    
    9,722Net increase (decrease) in cash and cash equivalents
    
    
    (41,632
    )
    
    
    (36,850
    )
    
    
    17,290Cash and cash equivalents at beginning of year
    
    
    94,613
    
    
    
    131,463
    
    
    
    114,173Cash and cash equivalents at end of year
    
    $
    52,981
    
    
    $
    94,613
    
    
    $
    131,463Supplemental information:Income taxes paid
    
    $
    6,345
    
    
    $
    7,627
    
    
    $
    1,854Interest paid, net of amounts capitalized
    
    
    60,129
    
    
    
    39,135
    
    
    
    2,498Noncash investing and financing activities:Interest capitalized
    
    
    18,550
    
    
    
    18,778
    
    
    
    1,382Accrued purchases of property and equipment
    
    
    (3,473
    )
    
    
    
    
    
    
    
  73




---



##### Table of Contents



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF EQUITY
 Trico Marine Services, Inc. EquityAccumulatedOtherAdditional
    
    
    
    
    
    
    Comprehensive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Common Stock
    
    
    Warrant  Series A
    
    
    Warrant  Series B
    
    
    PaidIn
    
    
    Retained
    
    
    Income
    
    
    Phantom Stock
    
    
    Treasury Stock
    
    
    Controlling
    
    
    TotalShares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    Capital
    
    
    Earnings
    
    
    (Loss)
    
    
    Shares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    Interest
    
    
    Equity(In thousands)Balance, December 31, 2006
    
    
    14,816,969
    
    
    $
    148
    
    
    
    495,619
    
    
    $
    1,646
    
    
    
    497,267
    
    
    $
    634
    
    
    $
    231,218
    
    
    $
    78,824
    
    
    $
    (132
    )
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    15,310
    
    
    $
    327,648Cumulative-effect adjustment for the adoption of uncertainty in
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (144
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (144
    )Conversion option of 3% Senior Convertible Debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,212
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,212Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,247
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,247Stock options exercised
    
    
    147,999
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,987Exercise of warrants for common stock
    
    
    1,696
    
    
    
    
    
    
    
    (417
    )
    
    
    (1
    )
    
    
    (1,279
    )
    
    
    (2
    )
    
    
    43
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40Restricted stock activity
    
    
    46,412
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax benefit from the utilization of freshstart NOL
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,091
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,091Share repurchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (570,207
    )
    
    
    (17,604
    )
    
    
    
    
    
    
    (17,604
    )Comprehensive income:Unrecognized pension costs, net of tax of $127
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (207
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (207
    )Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,993
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,993Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,172
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,432
    )
    
    
    57,740Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,526Balance, December 31, 2007
    
    
    15,013,076
    
    
    $
    150
    
    
    
    495,202
    
    
    $
    1,645
    
    
    
    495,988
    
    
    $
    632
    
    
    $
    287,796
    
    
    $
    138,852
    
    
    $
    18,654
    
    
    
    
    
    
    $
    
    
    
    
    (570,207
    )
    
    $
    (17,604
    )
    
    $
    12,878
    
    
    $
    443,003Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,834
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,834Stock options exercised
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88Exercise of warrants for common stock
    
    
    472,875
    
    
    
    5
    
    
    
    (1,128
    )
    
    
    (5
    )
    
    
    (471,747
    )
    
    
    (597
    )
    
    
    12,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,649Expiration of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,241
    )
    
    
    (35
    )
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock activity
    
    
    161,745
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax benefit from the utilization of freshstart NOL
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,355
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,355Phantom stock issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,581,902
    
    
    
    55,588
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,588Conversion on 6.5% debentures
    
    
    544,284
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,340
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,345Noncontrolling interest capital contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,519
    
    
    
    3,519Distribution to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (244
    )
    
    
    (244
    )Adjustment to carrying value of NAMESE assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (824
    )
    
    
    (824
    )Comprehensive loss:Unrecognized pension benefit, net of tax of $527
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    938
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    938Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (222,273
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (234
    )
    
    
    (222,507
    )Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (113,655
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,791
    
    
    
    (106,864
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (328,433
    )Balance, December 31, 2008
    
    
    16,199,980
    
    
    $
    160
    
    
    
    494,074
    
    
    $
    1,640
    
    
    
    
    
    
    $
    
    
    
    $
    316,694
    
    
    $
    25,197
    
    
    $
    (202,681
    )
    
    
    1,581,902
    
    
    $
    55,588
    
    
    
    (570,207
    )
    
    $
    (17,604
    )
    
    $
    21,886
    
    
    $
    200,880Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,715
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,715Exercise of warrants for common stock and common stock
issued on convertible debt exchange
    
    
    3,037,548
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,865
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,895Restricted stock activity
    
    
    38,828
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax benefit from the utilization of freshstart NOL
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,025
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,025Phantom stock exercised
    
    
    226,109
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,943
    
    
    
    
    
    
    
    
    
    
    
    (226,109
    )
    
    
    (7,945
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of 6.5% debentures
    
    
    605,759
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,564
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,570Non-controlling interest capital distribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,120
    )
    
    
    (6,120
    )Non-controlling interest capital contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,284
    
    
    
    2,284Impairment of Volstad
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,542
    )
    
    
    (5,542
    )Comprehensive loss:Unrecognized
pension cost, net of tax of $1,271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,268
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,268
    )Foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,648
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,648Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (145,266
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    507
    
    
    
    (144,759
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (95,379
    )Balance, December 31, 2009
    
    
    20,108,224
    
    
    $
    201
    
    
    
    494,074
    
    
    $
    1,640
    
    
    
    
    
    
    $
    
    
    
    $
    340,803
    
    
    $
    (120,069
    )
    
    $
    (153,301
    )
    
    
    1,355,793
    
    
    $
    47,643
    
    
    
    (570,207
    )
    
    $
    (17,604
    )
    
    $
    13,015
    
    
    $
    112,328
  74




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. The Company
      2. Risks,  Uncertainties, and Going Concern
   75




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##### Table of Contents



Deep Cygnus, Trico Surge, Trico Sovereign, Trico Seeker and Trico Searcher
  76




---



##### Table of Contents



77




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##### Table of Contents



3. Summary of Significant Accounting Policies
 Consolidation Policy.
  Use of Estimates.
 Revenue Recognition.
   Cash and Cash Equivalents.
 78




---



##### Table of Contents



Restricted Cash.
 
    
    Cash of $3.9 million at December 31, 2009 to secure a letter of credit required by a
customer contract.
 
    
    Cash of $2.9 million and $2.7 million at December 31, 2009 and 2008, respectively, under
Norwegian statutory rules which requires a subsidiary to segregate cash that will be used to
pay tax withholdings in future periods;
 
    
    Cash of $0.8 million and $0.9 million at December 31, 2009 and 2008, respectively, held
for guaranteed deposits on certain vessels and as collateral for a surety bond in 2008 only;
 Accounts Receivable.
  Goodwill and Intangible Assets.
 Goodwill
    79




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##### Table of Contents



SubseaSubsea
    
    
    Trenching andServices
    
    
    Protection
    
    
    TotalBalance at December 31, 2007
    
    $
    
    
    
    $
    
    
    
    $
    Acquisition
    
    
    181,087
    
    
    
    52,965
    
    
    
    234,052Impairment
    
    
    (130,181
    )
    
    
    (39,545
    )
    
    
    (169,726
    )Foreign currency translation adjustment
    
    
    (50,906
    )
    
    
    (13,420
    )
    
    
    (64,326
    )Balance at December 31, 2008
    
    $
    
    
    
    $
    
    
    
    $
    
 Intangible Assets
    As of December 31, 2009
    
    
    As of December 31, 2008Foreign
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ForeignGross Carrying
    
    
    Accumulated
    
    
    Currency Translation
    
    
    
    
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Currency TranslationAmount
    
    
    Amortization
    
    
    Adjustment
    
    
    Total
    
    
    Amount
    
    
    Amortization
    
    
    Adjustment
    
    
    TotalAmortized intangible assets:Customer relationships
    
    $
    118,057
    
    
    $
    (12,454
    )
    
    $
    (20,386
    )
    
    $
    85,217
    
    
    $
    118,057
    
    
    $
    (5,040
    )
    
    $
    (32,459
    )
    
    $
    80,558Backlog
    
    
    2,991
    
    
    
    (2,526
    )
    
    
    (465
    )
    
    
    
    
    
    
    2,991
    
    
    
    (2,526
    )
    
    
    (465
    )
    
    
    Total
    
    $
    121,048
    
    
    $
    (14,980
    )
    
    $
    (20,851
    )
    
    $
    85,217
    
    
    $
    121,048
    
    
    $
    (7,566
    )
    
    $
    (32,924
    )
    
    $
    80,558Foreign
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ForeignGross Carrying
    
    
    
    
    
    
    Currency Translation
    
    
    
    
    
    

    Gross Carrying
    
    

    
    

    
    
    Currency TranslationAmount
    
    
    Impairment
    
    
    Adjustment
    
    
    Total
    
    
    Amount
    
    
    Impairment
    
    
    Adjustment
    
    
    TotalUnamortized
intangible assets:Trade name
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (6,513
    )
    
    $
    31,254
    
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (11,342
    )
    
    $
    26,425Total
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (6,513
    )
    
    $
    31,254
    
    
    $
    40,881
    
    
    $
    (3,114
    )
    
    $
    (11,342
    )
    
    $
    26,425
 80




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##### Table of Contents



Accounting for Long-Lived Assets.
     Impairment of Long-Lived Assets.
 Trico Surge Trico Sovereign, Trico Seeker Trico Searcher
 Marine Vessel Spare Parts.
 Marine Inspection Costs.
 81




---



##### Table of Contents



Deferred Financing Costs.
 Income Taxes.
  Direct Operating Expenses.
 Losses on Insured Claims.
 Foreign Currency Translation.
 Stock-based Compensation.
 Accumulated Other Comprehensive Income (Loss).
 Recent Accounting Standards.
 82




---



##### Table of Contents



83




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##### Table of Contents



4. Acquisitions
 DeepOcean and CTC Marine
    
    
    Subscription to purchase 20,000,000 newly issued DeepOcean shares, representing
approximately 18.5% of the fully diluted capital stock of DeepOcean directly from DeepOcean
for a price of NOK 32 per share (approximately $127.6 million);
 
    
    Acquisition of 17,495,055 DeepOcean shares, representing approximately 16.2% of the fully
diluted capital stock of DeepOcean, in the open market at a price of NOK 32 per share
(approximately $111.6 million); and
 
    
    Agreements between the Company, Trico Shipping and certain members of DeepOceans
management and another DeepOcean shareholder, pursuant to which Trico Shipping purchased
18,233,900 DeepOcean shares, representing approximately 16.9% of
 84




---



##### Table of Contents



the fully diluted capital stock of DeepOcean. Trico Shipping acquired these DeepOcean shares
in exchange for a combination of cash and phantom stock units issued by the Company with a
combined value of NOK 32 per share (approximately $116.4 million).
    Cash consideration
    
    $
    633,505
    (1)Issuance of phantom stock units
    
    
    55,588Acquisition-related costs
    
    
    9,914$
    699,007
 
 (1)
    
    U.S. Dollar investment reflects the conversion of NOK amounts funded using the
applicable foreign exchange rates in effect on the dates of funding. The total investment in
DeepOcean shares was NOK 3,460,706,976 ($690.1 million) including net cash acquired of NOK
695,000,000 ($137.3 million) on May 16, 2008.    85




---



##### Table of Contents



Cash and cash equivalents
    
    $
    137,320Property and equipment
    
    
    435,787
    (1)Goodwill
    
    
    234,053
    (2)Indefinite-lived intangible assets
    
    
    40,881Amortizable intangible assets and other
    
    
    135,959
    (3)Net working capital deficit, excluding acquired cash
    
    
    (25,006

) (4)Long-term debt assumed
    
    
    (222,230
    )Deferred income tax
    
    
    (35,786
    )Other long-term liabilities
    
    
    (1,971
    ) (5)Total
    
    $
    699,007
 
 (1)
    
    Reflects the estimated fair value of the tangible assets of DeepOcean and CTC
Marine. The subsea equipment acquired from DeepOcean and CTC Marine has estimated depreciable
lives ranging from two to 15 years. The marine vessels acquired have estimated useful lives
approximating 20 to 25 years.(2)
    
    Goodwill recorded in the subsea services and subsea trenching and
protection segments was $181.1 million and $52.9 million, respectively. See Note 3 for
discussion of impairment.(3)
    
    Primarily reflects value associated with the customer relationships of
DeepOcean and CTC Marine. Accumulated amortization related to the intangible assets for the
period from May 16, 2008 to December 31, 2008 totaled $7.6 million. The estimated useful lives
of the customer relationships ranges from 11 to 13 years and is being amortized using the
straight-line method. See Note 3 for discussion of impairment.(4)
    
    Includes $59.5 million of short-term and current maturities of debt assumed
in the acquisition.(5)
    
    Primarily includes pension liabilities. The Norwegian companies of
DeepOcean are required to maintain occupational pension plans. Active Subsea
   Cost of the acquisition:Cash paid for acquisition from available cash
    
    $
    243,000Cash paid for other acquisition costs
    
    
    4,000Assumed liabilities
    
    
    648$
    247,648Allocation of the purchase price:Working capital
    
    $
    27,215Construction in progress
    
    
    220,433$
    247,648
 86




---



##### Table of Contents



Pro forma Information
  Year Ended
    
    Year EndedDecember 31, 2008
    
    December 31, 2007Historical
    
    Pro Forma
    
    Historical
    
    Pro FormaRevenues
    
    $
    556,131
    
    
    $
    703,561
    
    
    $
    256,108
    
    
    $
    586,657Operating income (loss) (1)
    
    
    (127,545
    )
    
    
    (158,268
    )
    
    
    66,630
    
    
    
    49,485Income (loss) before income taxes and noncontrolling
interest in consolidated subsidiary (2)
    
    
    (93,442
    )
    
    
    (149,646
    )
    
    
    69,548
    
    
    
    (14,764
    )Net income (loss)
    
    $
    (113,655
    )
    
    $
    (161,994
    )
    
    $
    60,172
    
    
    $
    (8,509
    )Diluted net income (loss) per share of common stock
    
    $
    (7.71
    )
    
    $
    (10.99
    )
    
    $
    3.98
    
    
    $
    (0.58
    )Diluted weighted average shares outstanding
    
    
    14,744
    
    
    
    14,744
    
    
    
    15,137
    
    
    
    14,558
 
 (1)
    
    Pro forma amounts for the year ended December 31, 2008 include the effect of
non-recurring transactions that occurred at DeepOcean prior to its acquisition by the Company.
These charges include a $17.9 million estimated loss on a contract for services in Brazil that
resulted following a delay in delivery of a vessel to perform the contracted work.(2)
    
    Pro forma amounts include acquisition-related debt costs ($16.3 million for
both of the years ended December 31, 2008 and 2007, respectively), including the amortization
of debt discount on the 6.5% Debentures (Note 5). The Company determined that approximately
50% of its acquisition related interest expense would be capitalized in the 2008 pro forma
periods.  5. Debt
  87




---



##### Table of Contents



December 31, 2009
    
    
    December 31, 2008Current
    
    
    Long-Term
    
    
    Total
    
    
    Current
    
    
    Long-Term
    
    
    TotalOutstanding debt:Obligations of Parent Company (Trico Other)
(5)$50 million U.S. Revolving Credit Facility Agreement(1), maturing in December 2011
    
    $
    11,347
    
    
    $
    
    
    
    $
    11,347
    (2), (3)
    
    $
    10,000
    
    
    $
    36,460
    
    
    $
    46,460
    (2), (3)$202.8 million face amount, 8.125% Convertible Debentures, net of unamortized
discount of $12.3 million as of December 31, 2009, interest payable semi-annually
in arrears, maturing on February 1, 2013
    
    
    19,774
    
    
    
    170,696
    
    
    
    190,470
    
    
    
    
    
    
    
    
    
    
    
    $150.0 million face amount, 3% Senior Convertible Debentures (4), net of unamortized
discount of $30.0 million and $35.9 million as of December 31, 2009 and December 31, 2008,
respectively, interest payable semi-annually in arrears, maturing on January 15, 2027
    
    
    
    
    
    
    119,992
    
    
    
    119,992
    (4)
    
    
    
    
    
    
    114,150
    
    
    
    114,150
    (4)Insurance note
    
    
    119
    
    
    
    
    
    
    
    119
    
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    31,240
    
    
    
    290,688
    
    
    
    321,928
    
    
    
    10,000
    
    
    
    150,610
    
    
    
    160,610Obligations of Trico Supply and Subsidiaries$400.0 million face amount, 11.875% Senior Secured Notes, net of unamortized
discount of $14.1 million as of December 31, 2009, interest payable semi-annually
in arrears, maturing on November 1, 2014
    
    
    
    
    
    
    385,925
    
    
    
    385,925
    
    
    
    
    
    
    
    
    
    
    
    $33 million Working Capital Facility, maturing December 2011 (1)
    
    
    20,000
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    Motor vehicle leases
    
    
    87
    
    
    
    47
    
    
    
    134
    
    
    
    243
    
    
    
    
    
    
    
    243Subtotal
    
    
    20,087
    
    
    
    385,972
    
    
    
    406,059
    
    
    
    243
    
    
    
    
    
    
    
    243Obligations
of Non-Guarantor Subsidiaries6.11% Notes, principal and interest due in 30 semi-annual installments, maturing April 2014
    
    
    1,258
    
    
    
    4,399
    
    
    
    5,657
    
    
    
    1,258
    
    
    
    5,657
    
    
    
    6,915Fresh-start debt premium
    
    
    
    
    
    
    253
    
    
    
    253
    
    
    
    
    
    
    
    312
    
    
    
    312Subtotal
    
    
    1,258
    
    
    
    4,652
    
    
    
    5,910
    
    
    
    1,258
    
    
    
    5,969
    
    
    
    7,227Total outstanding debt
    
    
    52,585
    
    
    
    681,312
    
    
    
    733,897
    
    
    
    11,501
    
    
    
    156,579
    
    
    
    168,080Debt paid and refinanced:Obligations of Parent Company (Trico Other)
(5)$278.0 million face amount, 6.5% Senior Convertible Debentures, net of unamortized
discount of $45.0 million as of December 31, 2008, interest payable semi-annually in
arrears, exchanged in May 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    232,998
    
    
    
    232,998Obligations of Trico Supply and SubsidiariesNOK 350 million Revolving Credit Facility, maturing January 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,600
    
    
    
    57,931
    
    
    
    61,531NOK 230 million Revolving Credit Facility, maturing January 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,294
    
    
    
    18,939
    
    
    
    21,233NOK 150 million Additional Term Loan, maturing January 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,644
    
    
    
    6,754
    
    
    
    10,398NOK 200 million Overdraft Facility, maturing January 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,207
    
    
    
    3,20723.3 million Euro Revolving Credit Facility, maturing March 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,717
    
    
    
    19,717NOK 260 million Short Term Credit Facility, interest at 9.9%, maturing
on February 1, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,631
    
    
    
    
    
    
    
    11,631$200 million Revolving Credit Facility, maturing in May 2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,563
    
    
    
    130,000
    
    
    
    160,563$100 million Revolving Credit Facility, maturing no later than December 2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    15,000$18 million Revolving Credit Facility, maturing December 5, 2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    14,000
    
    
    
    16,0008 million Sterling Overdraft Facility, due on demand
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,812
    
    
    
    
    
    
    
    9,81224.2 million Sterling Asset Financing Revolving Credit Facility, maturing no later than December 13, 2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,238
    
    
    
    14,048
    
    
    
    17,286Finance lease obligations assumed in the acquisition of DeepOcean, maturing from
October 2009 to November 2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,225
    
    
    
    11,947
    
    
    
    14,172Other debt assumed in the acquisition of DeepOcean
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,474
    
    
    
    5,978
    
    
    
    8,452Total debt paid and refinanced
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,481
    
    
    
    530,519
    
    
    
    602,000Total debt
    
    $
    52,585
    
    
    $
    681,312
    
    
    $
    733,897
    
    
    $
    82,982
    
    
    $
    687,098
    
    
    $
    770,080
 
 (1)
    
    Interest on such credit facilities is at the London inter-bank offered rate
(LIBOR) plus 5.00%. There is an additional utilization fee of 3.00% per annum for each day
the amount drawn, including amounts related to letters of credit, exceeds 50% of the total
amount available. The three month LIBOR rate was 0.3% and 1.8% for the periods ending
December 31, 2009 and December 31, 2008, respectively.(2)
    
    The Company was not in compliance with its net worth ratio
covenant as of
December 31, 2008 and received an amendment retroactive to December 31, 2008. The amendment
changed the calculation of the net worth ratio both retroactively and prospectively to
permanently
exclude impairment of goodwill and non-amortizing intangible assets from the net worth ratio.
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.(3)
    
    The Company was in compliance with its maximum consolidated leverage
ratio  covenant as of December 31, 2008, March 31, 2009 and June 30, 2009. In August 2009, the
Company entered into an amendment whereby the maximum consolidated leverage was increased
from 4.5:1 to 5.0:1 for the fiscal quarter ended September 30, 2009. The Company was not in
compliance with this consolidated leverage ratio covenant at September 30, 2009 due to the
negative impact on calculated EBITDA of the increase in value of the embedded derivative
associated with the 8.125% Debentures which was primarily the result of an increase in the
Companys stock price. The Company received an amendment retroactive to September 30, 2009
that amended the calculation retroactively and prospectively to exclude the effects of the
change in the value of this embedded derivative. With this amendment, the Company was in
compliance with this covenant as of 88




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##### Table of Contents



September 30, 2009. This amendment also increased the
consolidated leverage ratio to 8.50:1 for each of the quarters ending between December 31,
2009 through September 30, 2010. The ratio decreases to 8.00:1 for the fiscal quarter
ending December 31, 2010, and subsequently decreases to 7.00:1 for the fiscal quarter
ending March 31, 2011, 6.00:1 for the fiscal quarter ending June 30, 2011, and to 5.00:1
for any fiscal quarters ending thereafter. In December 2009, the Company entered into an
amendment to increase the consolidated leverage ratio to 11.0:1 for the quarters
ending December 31, 2009, March 31, 2010, and June 30, 2010 and to 10.0:1 for the
quarter ending September 30, 2010 while leaving the ratio levels for December 31, 2010 and
beyond unchanged. In conjunction with this amendment, the current availability under the
facility was reduced to $15 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.(4)
    
    Holders of the Companys 3% Debentures have the right to require the
Company to repurchase the debentures at par on each of January 15, 2014, January 15, 2017
and January 15, 2022.(5)
    
    Trico Marine Services, Inc. is a guarantor of the Senior Secured Notes
and the $33 million Trico Shipping Working Capital Facility. This guarantee is subordinated
to any obligations under the $50 million U.S. Revolving Credit Facility.  Parent Company
    
    
    Trico Supply
    
    
    Non-Guarantor(Trico Other)
    
    
    and Subsidiaries
    
    
    Subsidiaries
    
    
    TotalDue in one year
    
    $
    31,240
    
    
    $
    20,087
    
    
    $
    1,258
    
    
    $
    52,585Due in two years
    
    
    33,952
    
    
    
    36
    
    
    
    1,258
    
    
    
    35,246Due in three years
    
    
    67,534
    
    
    
    11
    
    
    
    1,258
    
    
    
    68,803Due in four years
    
    
    81,551
    
    
    
    
    
    
    
    1,258
    
    
    
    82,809Due in five years
    
    
    
    
    
    
    400,000
    
    
    
    625
    
    
    
    400,625Due in over five years
    
    
    150,000
    (1)
    
    
    
    
    
    
    
    
    
    
    150,000
    (1)364,277
    
    
    
    420,134
    
    
    
    5,657
    
    
    
    790,068Fresh-start debt premium
    
    
    253
    
    
    
    
    
    
    
    
    
    
    
    253Unamortized discounts on 8.125% and 3.0% Debentures
    
    
    (42,349
    )
    
    
    (14,075
    )
    
    
    
    
    
    
    (56,424
    )Total debt
    
    $
    322,181
    
    
    $
    406,059
    
    
    $
    5,657
    
    
    $
    733,897
 
 (1)
    
    Includes the $150.0 million of 3% Debentures that may be converted earlier but have
stated maturity terms in excess of five years. Outstanding Debt:
 Obligations of Parent Company (Trico Other):
 $50 million U.S. Revolving Credit Facility. Northern Challenger
  89




---



##### Table of Contents



8.125% Convertible Debentures.
  90




---



##### Table of Contents



Payment Options:
  Investor Options to Convert, Redeem or Repurchase:
   (a)
    
    the consummation of any transaction that is disclosed in a Schedule 13D (or successor form)
by any person and the result of which is that such person has become the beneficial
owner (as these terms are defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the Companys Capital Stock that is at the time
entitled to vote by the holder thereof in the election of the Board of Directors (or
comparable body); or(b)
    
    the first day on which a majority of the members of the Board of Directors are not continuing
directors of the Board; or(c)
    
    the adoption of a plan relating to the liquidation or dissolution of the Company; or(d)
    
    the consolidation or merger of the Company with or into any other Person, or the sale, lease,
transfer, conveyance or other disposition, in one or a series of related transactions, of all
or substantially all of the Companys assets and those of its subsidiaries taken as a whole to
any person (as this term is used in Section 13(d)(3) of the Exchange Act), other than:
 (i)
    
    any transaction pursuant to which the holders of 50% or more of the total voting power of
all shares of the Companys capital stock entitled to vote generally in elections of
directors of the Company immediately prior to such transaction have the right to exercise,
directly or indirectly, 50% or more of the total voting power of all shares of the Companys
capital stock entitled to vote generally in elections of directors of the continuing or
surviving Person (or any parent thereof) immediately after giving effect to such
transaction; or(ii)
    
    any merger primarily for the purpose of changing the Companys jurisdiction of
incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of common stock solely into shares of common stock of the surviving entity.
 91




---



##### Table of Contents



(e)
    
    the termination of trading of the common stock, which will be deemed to have occurred if the
common stock or other common equity interests into which the 8.125% Debentures are convertible
is neither listed for trading on a United States national securities exchange nor approved for
listing on any United States system of automated dissemination of quotations of securities
prices, and no American Depositary Shares or similar instruments for such common equity
interests are so listed or approved for listing in the United States.
  Companys Ability to Repurchase or Redeem:
     92




---



##### Table of Contents



Conversion Type
    
    Criteria
    
    Price
    
    SettlementOptional 
Redemption by Company
    
    Anytime after
5/1/11 if stock
price is at least
135% of conversion
price (currently
$14.00) for 20
consecutive trading
days
    
    100% of principal
amount
    
    Cash OnlyRedemption at the
Option of Holders Upon
Fundamental Change
    
    Occurrence of
Fundamental Change
    
    100% of principal
amount
    
    Cash OnlyHolder Right to Convert
    
    At any time
    
    Per each $1,000 in
principal, the
number of shares
equal to $1,000
divided by the
conversion price
plus Interest Make
Whole if converted
after 5/1/11
    
    Principal amount
settled in shares,
Interest Make
Whole, if
applicable, settled
in cash
 3% Senior Convertible Debentures.
   93




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##### Table of Contents



Payment Options:
  Investor Options to Convert, Redeem, or Repurchase:
  Companys Ability to Repurchase or Redeem Notes:
   Impact
of Change in Accounting:
   94




---



##### Table of Contents



Twelve Months EndedDecember 31, 2009Net incremental non-cash interest expense
    
    $
    5,629Less: tax effect
    
    
    (2,025
    )Net incremental non-cash interest expense, net of tax
    
    $
    3,604Net decrease to earnings per common share:Basic
    
    $
    0.19Diluted
    
    $
    0.19
   At December 31, 2008As PreviouslyReported
    
    Adjustment
    
    As AdjustedASSETSConstruction-in-progress
    
    $
    258,826
    
    
    $
    1,243
    
    
    $
    260,069Other assets
    
    
    25,720
    
    
    
    (1,083
    )
    
    
    24,637Total assets
    
    
    1,202,576
    
    
    
    160
    
    
    
    1,202,736LIABILITIES AND EQUITYLong-term debt
    
    $
    722,948
    
    
    $
    (35,850
    )
    
    $
    687,098Total liabilities
    
    
    1,037,706
    
    
    
    (35,850
    )
    
    
    1,001,856Additional paid-in capital
    
    
    275,433
    
    
    
    41,261
    
    
    
    316,694Retained earnings
    
    
    30,448
    
    
    
    (5,251
    )
    
    
    25,197Total Trico Marine Services, Inc.  equity
    
    
    142,984
    
    
    
    36,010
    
    
    
    178,994Total liabilities and equity
    
    
    1,202,576
    
    
    
    160
    
    
    
    1,202,736
  Twelve Months Ended December 31, 2008As PreviouslyReported
    
    Adjustment
    
    As AdjustedInterest expense, net of amounts capitalized
    
    $
    (31,943
    )
    
    $
    (3,893
    )
    
    $
    (35,836
    )Income tax expense
    
    
    14,823
    
    
    
    (1,401
    )
    
    
    13,422Net loss attributable to Trico Marine Services, Inc.
    
    
    (111,163
    )
    
    
    (2,492
    )
    
    
    (113,655
    )Earnings (loss) per common share:Basic
    
    $
    (7.54
    )
    
    $
    (0.17
    )
    
    $
    (7.71
    )Diluted
    
    
    (7.54
    )
    
    
    (0.17
    )
    
    
    (7.71
    )Weighted average shares outstanding:Basic
    
    
    14,744
    
    
    
    14,744
    
    
    
    14,744Diluted
    
    
    14,744
    
    
    
    14,744
    
    
    
    14,744
 Twelve Months Ended December 31, 2007As PreviouslyReported
    
    Adjustment
    
    As AdjustedInterest expense, net of amounts capitalized
    
    $
    (3,258
    )
    
    $
    (4,310
    )
    
    $
    (7,568
    )Income tax expense
    
    
    13,359
    
    
    
    (1,551
    )
    
    
    11,808Net income (loss) attributable to Trico
Marine Services, Inc.
    
    
    62,931
    
    
    
    (2,759
    )
    
    
    60,172Earnings (loss) per common share:Basic
    
    $
    4.32
    
    
    $
    (0.19
    )
    
    $
    4.13Diluted
    
    
    4.16
    
    
    
    (0.18
    )
    
    
    3.98Weighted average shares outstanding:Basic
    
    
    14,558
    
    
    
    14,558
    
    
    
    14,558Diluted
    
    
    15,137
    
    
    
    15,137
    
    
    
    15,137
   Conversion Type
    
    Criteria
    
    Price
    
    SettlementOptional
Redemption by Company
    
    Anytime after 1/1/12
    
     1/15/12 
1/14/13 @ 100.8571%
of principal amount
    
    Cash Only 1/15/13 
1/14/14 @ 100.4286%
of principal amount after
1/14/14 @ 100.000%
of principal amountRedemption at the
Option of Holders Upon
Fundamental Change
    
    Occurrence of Fundamental
Change
    
    100% of principal
amount
    
    Cash OnlyRepurchase of
Debentures by Company
at Option of Holders
    
    1/15/14
1/15/17
1/15/22
    
    100% of principal
amount
    
    Cash OnlyHolder Right to Convert
    
     Prior to 1/15/25 if
stock price is at least 125%
of conversion price for 20
out of 30 consecutive days
 Any date after
1/15/25
 If called for
redemption by the Company
(Optional Redemption by
Company)
 Fundamental Change
 If Trading Price per
$1,000 Principal Amount for
any ten consecutive days is
less than 98% of the average
of the Closing Price per
share of Common Stock
multiplied by the Conversion
Rate
 Certain
distributions by Company to
Common Share holders
    
    Determined by
Trading Price of
Common Stock
underlying the
Debentures
    
    Net Share
Settlement: For
each $1,000
principal amount,
for each of the 20
Trading days during
the Conversion
Settlement Period,
cash equal to the
lesser of $50 and
the Daily
Conversion Value
and to the extent
the Daily
Conversion Value
exceeds $50, a
number of shares of
Common Stock equal
to the difference
between the Daily
Conversion Value
and $50 divided by
the Volume Weighted
Average Price of
the Common Stock
for that day
 95




---



##### Table of Contents



Obligations of Trico Supply and Subsidiaries:
 Senior Secured Notes pari passu
 Northern Challenger Northern Clipper Northern Corona
  96




---



##### Table of Contents



Trico Shipping Working Capital Facility.
   Obligations of Non-Guarantor Subsidiaries:
 6.11% Notes.
 Debt Paid and Refinanced:
 6.5% Convertible Debentures.
  NOK 260 million Short Term Credit Facility.
 97




---



##### Table of Contents



NOK 350 million Revolving Credit Facility.
 NOK 230 million Revolving Credit Facility.
 NOK 150 million Additional Term Loan.
 NOK 200 million Overdraft Facility.
   23.3 million Euro Revolving Credit Facility. Arbol Grande Arbol Grande
 $200 million Revolving Credit Facility.
 98




---



##### Table of Contents



$100 million Revolving Credit Facility. Trico Sabre
  $18 million Revolving Credit Facility . Atlantic Challenger Atlantic
Challenger
 8 million Sterling Overdraft Facilities.
 24.2 million Sterling Asset Financing Facilities.
 99




---



##### Table of Contents



6. Derivative Instruments
    Liability DerivativeDecember 31, 2009
    
    
    December 31, 2008Derivatives Not Designated as Hedging
    
    Balance Sheet
    
    Fair
    
    
    Balance Sheet
    
    FairInstruments
    
    Location
    
    Value
    
    
    Location
    
    ValueOther contract - 6.5% Debentures
    
    Long-term derivative
    
    $
    
    
    
    Long-term derivative
    
    $
    1,119Other contract - 8.125% Debentures
    
    Long-term derivative
    
    
    6,003
    
    
    Long-term derivative
    
    
    Total derivatives
    
    
    
    $
    6,003
    
    
    
    
    $
    1,119
 100




---



##### Table of Contents



Derivatives Not
    
    Location of Gain (Loss)
    
    Amount of Gain (Loss) Recognized on DerivativeDesignated as Hedging
    
    Recognized in Income
    
    Twelve Months Ended December 31,Instruments
    
    on Derivative
    
    2009
    
    
    2008Other contract
    
    Other expense, net
    
    $
    27
    
    
    $
    Other contract
    
    Unrealized gain on mark-to-market of embedded derivative - 6.5% Debentures
    
    
    436
    
    
    
    52,653Other contract
    
    Unrealized loss on mark-to-market of embedded 
derivative - 8.125% Debentures
    
    
    (1,278
    )
    
    
    $
    (815
    )
    
    $
    52,653
  7. Phantom Stock Units
      8. Fair Value Measurements
  101




---



##### Table of Contents




    
    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 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
 Fair Value Measurementsat December 31, 2008 Using Fair ValueHierarchyFair Value as ofDecember 31, 2008
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3LiabilitiesLong-term
derivative (6.5%
Debentures)
    
    $
    1,119
    
    
    $
    
    
    
    $
    
    
    
    $
    1,119$
    1,119
    
    
    $
    
    
    
    $
    
    
    
    $
    1,119
  Cash, cash equivalents, accounts receivable and accounts payable.
 Debt.
  2009
    
    
    2008Carrying amount
    
    $
    733,897
    
    
    $
    770,080Fair value
    
    
    687,401
    
    
    
    562,783
  102




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##### Table of Contents



8.125%
    
    
    6.5%Debentures
    
    
    DebenturesBalance on January 1, 2008
    
    $
    
    
    
    $
    Issuance of long-term derivative (6.5% Debentures)
    
    
    
    
    
    
    53,772Unrealized gain for the period May 14, 2008 through December 31, 2008
    
    
    
    
    
    
    (52,653
    )Balance 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
    
    
    $
    
 Trico
Surge Trico Sovereign, Trico Seeker Trico Searcher Deep Cygnus
  9. Asset Sales
 Asset Sales.
   Assets Held for Sale.
 103




---



##### Table of Contents



10. Other Assets
  As of December 31,2009
    
    
    2008Deferred financing costs, net of accumulated amortization
of $7.2 million
and $4.8 million at December 31, 2009 and 2008, respectively
    
    $
    27,159
    
    
    $
    15,913Marine vessel spare parts
    
    
    3,512
    
    
    
    2,265Capitalized information system costs
    
    
    3,365
    
    
    
    2,858Deposits
    
    
    2,452
    
    
    
    2,301Other
    
    
    2,022
    
    
    
    1,300Other assets
    
    $
    38,510
    
    
    $
    24,637
 11. Income Taxes
  2009
    
    
    2008
    
    
    2007United States
    
    $
    (40,926
    )
    
    $
    58,883
    
    
    $
    12,017International
    
    
    (101,627
    )
    
    
    (152,325
    )
    
    
    57,531Income (loss) before income taxes
    
    $
    (142,553
    )
    
    $
    (93,442
    )
    
    $
    69,548
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Current income taxes:U.S. federal income taxes
    
    $
    (1,911
    )
    
    $
    693
    
    
    $
    844State income taxes
    
    
    (88
    )
    
    
    42
    
    
    
    552Foreign taxes
    
    
    (12,655
    )
    
    
    7,375
    
    
    
    6,308Deferred income taxes:U.S. federal income taxes
    
    
    
    
    
    
    25,145
    
    
    
    6,625State income taxes
    
    
    
    
    
    
    580
    
    
    
    291Foreign taxes
    
    
    16,860
    
    
    
    (20,413
    )
    
    
    (2,812
    )Total income tax expense
    
    $
    2,206
    
    
    $
    13,422
    
    
    $
    11,808
 104




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##### Table of Contents



Deferred Tax Assets
    
    
    Deferred Tax LiabilitiesAs of December 31, 2009
    
    Current
    
    
    Non-Current
    
    
    Current
    
    
    Non-CurrentProperty and equipment
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    18,617Insurance reserves
    
    
    906
    
    
    
    
    
    
    
    
    
    
    
    Net operating loss carryforwards
    
    
    
    
    
    
    50,949
    
    
    
    
    
    
    
    Intangibles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,139Mark-to-market derivative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,460Company incentive plans
    
    
    418
    
    
    
    
    
    
    
    
    
    
    
    Convertible debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,854Other
    
    
    2,362
    
    
    
    623
    
    
    
    
    
    
    
    547$
    3,686
    
    
    $
    51,572
    
    
    $
    
    
    
    $
    43,617Current deferred tax assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,686Noncurrent deferred tax asset  U.S. jurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    24,418Noncurrent deferred tax asset  Foreign jurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    27,154Valuation allowance
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    30,860Deferred tax asset after valuation,
net
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    24,398Noncurrent deferred tax liabilities  U.S. jurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21,220Noncurrent deferred tax liabilities  foreign jurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,397Deferred tax liability, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,219
 Deferred Tax Assets
    
    
    Deferred Tax LiabilitiesAs of December 31, 2008
    
    Current
    
    
    Non-Current
    
    
    Current
    
    
    Non-CurrentProperty and equipment
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    23,089Foreign tax credit
    
    
    8,740
    
    
    
    
    
    
    
    
    
    
    
    Insurance reserves
    
    
    852
    
    
    
    
    
    
    
    
    
    
    
    Net operating loss carryforwards
    
    
    
    
    
    
    70,405
    
    
    
    
    
    
    
    Nonamortizable intangibles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,213Mark-to-market derivative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,504Company incentive plans
    
    
    138
    
    
    
    
    
    
    
    
    
    
    
    Convertible debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,955Other
    
    
    1,373
    
    
    
    
    
    
    
    
    
    
    
    1,815$
    11,103
    
    
    $
    70,405
    
    
    $
    
    
    
    $
    64,576Current deferred tax assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,103Noncurrent deferred tax asset  U.S. jurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    24,483Noncurrent deferred tax asset  Foreign jurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    45,923Valuation allowance
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    19,369Deferred tax asset after valuation, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    62,140Noncurrent deferred tax liabilities  U.S. Jurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    39,574Noncurrent deferred tax liabilities  foreign jurisdiction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,989Deferred tax
liability, net(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,423
 
 (1)
    
    The deferred tax liability, net, includes a $2,681 current deferred tax asset,
which is included in prepaid expenses and other current assets on our
consolidated balance sheet. The remaining non-current net deferred tax
liability of $5,104 is included in deferred income taxes on our
consolidated balance sheet. 105




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##### Table of Contents



Years ended December 31,2009
    
    
    2008
    
    
    2007Federal taxes at statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes net of federal benefit
    
    
    0.1
    %
    
    
    (0.7
    %)
    
    
    1.2
    %Foreign tax rate differential
    
    
    (3.0
    %)
    
    
    24.2
    %
    
    
    (31.6
    %)Impairments
    
    
    (31.7
    %)
    
    
    (64.5
    %)
    
    
    0.0
    %Change in foreign tax laws
    
    
    13.2
    %
    
    
    0.0
    %
    
    
    (4.0
    %)Non-deductible items in foreign jurisdictions
    
    
    (4.9
    %)
    
    
    1.6
    %
    
    
    3.3
    %Other foreign taxes
    
    
    (2.2
    %)
    
    
    (3.5
    %)
    
    
    5.9
    %U.S. tax on deemed repatriation
    
    
    2.4
    %
    
    
    (4.9
    %)
    
    
    3.4
    %Uncertain tax positions
    
    
    (0.8
    %)
    
    
    (1.6
    %)
    
    
    4.7
    %Alternative minimum tax
    
    
    (0.1
    %)
    
    
    (0.4
    %)
    
    
    (1.4
    %)Non-deductible interest
    
    
    (3.0
    %)
    
    
    0.0
    %
    
    
    0.0
    %Change in U.S. valuation allowance
    
    
    (6.5
    %)
    
    
    0.0
    %
    
    
    0.0
    %Other
    
    
    (0.1
    %)
    
    
    0.4
    %
    
    
    0.5
    %Effective tax rate
    
    
    (1.6
    %)
    
    
    (14.4
    %)
    
    
    17.0
    %
     Uncertain Tax Positions.
 106




---



##### Table of Contents



Balance at January 1, 2007
    
$
    143Additions based on tax positions related to the current year
    
    
    678Additions for tax positions of prior years
    
    
    1,506Balance at December 31, 2007
    
    
    2,327Additions based on tax positions related to the current year
    
    
    Additions for tax positions of prior years
    
    
    1,008Reductions for tax positions of prior years
    
    
    (116
    )Settlements
    
    
    (1,098
    )Balance at December 31, 2008
    
    
    2,121Additions based on tax positions related to the current year
    
    
    284Balance at December 31, 2009
    
    $
    2,405
  Norwegian Shipping Tax Regime
   Tonnage Tax Restructuring.
 107




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##### Table of Contents



12. Stockholders Equity
 Authorized Shares.
 Common Stock Repurchase Program.
     Warrants to Purchase Common Stock.
 Stockholder Rights Plan.
  108




---



##### Table of Contents



13. Earnings (Loss) Per Share
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Basic EPSNet income (loss) attributable to Trico Marine Services, Inc.
    
    $
    (145,266
    )
    
    $
    (113,655
    )
    
    $
    60,172Weighted-average shares of common stock outstanding:Basic
    
    
    19,104
    
    
    
    14,744
    
    
    
    14,558Earnings (loss) per share:Basic
    
    $
    (7.60
    )
    
    $
    (7.71
    )
    
    $
    4.13Diluted EPSNet income (loss) attributable to Trico Marine Services, Inc.
    
    $
    (145,266
    )
    
    $
    (113,655
    )
    
    $
    60,172Weighted-average shares of common stock outstanding:Basic
    
    
    19,104
    
    
    
    14,744
    
    
    
    14,558Add dilutive effect of:Stock options and nonvested restricted stock
    
    
    
    
    
    
    
    
    
    
    188Warrants
    
    
    
    
    
    
    
    
    
    
    391Total
    
    
    19,104
    
    
    
    14,744
    
    
    
    15,137Earnings (loss) per share:Diluted
    
    $
    (7.60
    )
    
    $
    (7.71
    )
    
    $
    3.98
     14. Stock-Based Compensation
  109




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##### Table of Contents



Stock Options.
 Years Ended December 31,2009
    
    
    2008
    
    
    2007Expected term (years)
    
    
    4.2
    
    
    
    4.5
    
    
    
    5.0Expected volatility
    
    
    61.30
    %
    
    
    33.00
    %
    
    
    35.15
    %Riskfree interest rate
    
    
    1.67
    %
    
    
    2.90
    %
    
    
    4.77
    %Expected dividends
    
    
    
    
    
    
    
    
    
    
    
  WeightedAverageRemainingWeighted
    
    
    Contractual
    
    
    AggregateShares
    
    
    Average Exercise
    
    
    Term
    
    
    Intrinsic Value(in thousands)
    
    
    Price
    
    
    (in years)
    
    
    (in thousands)Outstanding at January 1, 2009
    
    
    211
    
    
    $
    22.35Granted
    
    
    231
    
    
    
    2.45Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (8
    )
    
    
    2.05Outstanding at December 31, 2009
    
    
    434
    
    
    $
    12.12
    
    
    
    4.73
    
    
    $
    Exercisable at December 31, 2009
    
    
    243
    
    
    $
    15.98
    
    
    
    3.76
    
    
    $
    
  Restricted Stock.
 110




---



##### Table of Contents



Weighted AverageShares
    
    
    Grant Date Fair(in thousands)
    
    
    Value per ShareNonvested at January 1, 2009
    
    
    255
    
    
    $
    30.37Granted
    
    
    60
    
    
    
    3.57Vested
    
    
    (92
    )
    
    
    11.88Forfeited
    
    
    (19
    )
    
    
    32.18Nonvested at December 31, 2009
    
    
    204
    
    
    $
    30.64
  Stock Appreciation Awards.
 SARsVested Ratably
    
    
    Cliff VestedGrant-Date Fair Value at March 13, 2009
    
    $
    1.02
    
    
    $
    1.00Expected Term
    
    
    4.5
    
    
    
    5.0Expected Volatility
    
    
    60
    %
    
    
    55
    %Risk-Free Interest Rate
    
    
    1.74
    %
    
    
    1.87
    %Expected Dividend Distributions
    
    
    N/A
    
    
    
    N/A
  SARsVested Ratably
    
    
    Cliff VestedFair Value at December 31, 2009
    
    $
    3.04
    
    
    $
    3.04Expected Term
    
    
    3.7
    
    
    
    4.2Expected Volatility
    
    
    60
    %
    
    
    55
    %Risk-Free Interest Rate
    
    
    2.05
    %
    
    
    2.29
    %Expected Dividend Distributions
    
    
    N/A
    
    
    
    N/A
 15. Employee Benefit Plans
 Defined Contribution Plan
  111




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##### Table of Contents



Defined Benefit Plans
 United Kingdom Pension Plan
 Norwegian Pension Plans 
  Years Ended December 31,2009
    
    
    2008Change in Benefit Obligation:Benefit obligation at beginning of the period
    
    $
    11,979
    
    
    $
    6,249Service cost
    
    
    3,397
    
    
    
    1,530Interest cost
    
    
    683
    
    
    
    388Benefits paid
    
    
    (274
    )
    
    
    (240
    )Actuarial loss (gain)
    
    
    (937
    )
    
    
    (1,361
    )Acquisition
    
    
    
    
    
    
    6,756Translation adjustment
    
    
    2,386
    
    
    
    (1,343
    )Benefit obligation at end of year
    
    $
    17,234
    
    
    $
    11,979Change in Plan AssetsFair value of plan assets at beginning of the period
    
    $
    10,706
    
    
    $
    6,171Actual return on plan assets
    
    
    865
    
    
    
    454Contributions
    
    
    3,416
    
    
    
    1,580Benefits paid
    
    
    (4,088
    )
    
    
    (1,024
    )Acquisition
    
    
    
    
    
    
    4,885Translation adjustment
    
    
    2,152
    
    
    
    (1,360
    )Fair value of plan assets at end of year
    
    $
    13,051
    
    
    $
    10,706
 112




---



##### Table of Contents



As of December 31,2009
    
    
    2008Reconciliation of funded status:(Under) over funded status
    
    $
    (4,183
    )
    
    $
    (1,273
    )Accumulated benefit obligation
    
    $
    11,627
    
    
    $
    8,427Amount recognized in the consolidated balance sheets:Other noncurrent assets
    
    $
    914
    
    
    $
    236Other noncurrent liabilities
    
    $
    3,625
    
    
    $
    231Accumulated other comprehensive income (loss), net
    
    $
    (4,516
    )
    
    $
    23
  Years Ended December 31,2009
    
    
    2008
    
    
    2007Components of Net Periodic Benefit CostService cost
    
    $
    3,397
    
    
    $
    1,530
    
    
    $
    721Interest cost
    
    
    683
    
    
    
    388
    
    
    
    251Return on plan assets
    
    
    (742
    )
    
    
    (406
    )
    
    
    (273
    )Social security contributions
    
    
    626
    
    
    
    115
    
    
    
    66Recognized net actuarial loss
    
    
    (251
    )
    
    
    39
    
    
    
    50Net periodic benefit cost
    
    $
    3,713
    
    
    $
    1,666
    
    
    $
    815
 Year
Ended December 31,2009
    
    
    2008Other
Changes in Plan Assets and Benefit Obligations Recognized in Other
Comprehensive Income:Net periodic
benefit cost
    
    $
    3,713
    
    
    $
    1,666Unrecognized
net actuarial loss
    
    
    1,654
    
    
    
    204Social
security obligations
    
    
    233
    
    
    
    29Amortization
of prior service cost
    
    
    124
    
    
    
    81Total
recognized in net periodic benefit cost and other comprehensive income
    
    $
    5,724
    
    
    $
    1,980
  Year Ended December 31,2009
    
    2008
    
    2007Weighted-Average Assumptions:Discount rate
    
    
    4.68
    %
    
    
    4.91
    %
    
    
    4.70
    %Return on plan assets
    
    
    5.60
    %
    
    
    6.10
    %
    
    
    5.50
    %Rate of compensation increase
    
    
    4.25
    %
    
    
    4.30
    %
    
    
    4.50
    %
  Year Ended December 31,2009
    
    
    2008
    
    
    2007Cash and equity securities
    
    
    17
    %
    
    
    8
    %
    
    
    25
    %Debt securities
    
    
    62
    %
    
    
    63
    %
    
    
    59
    %Investment
in real estate holdings and other
    
    
    21
    %
    
    
    29
    %
    
    
    16
    %All asset categories
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 113




---



##### Table of Contents



Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Cash and equity securities
    
    $
    1,561
    
    
    $
    1,093
    
    
    $
    468
    
    
    $
    Debt securities
    
    
    8,542
    
    
    
    5,980
    
    
    
    2,563
    
    
    
    Investment in real estate holdings and
other
    
    
    2,948
    
    
    
    2,063
    
    
    
    884
    
    
    
    All asset categories
    
    $
    13,051
    
    
    $
    9,136
    
    
    $
    3,915
    
    
    $
    
     Year Ending December 31,2010
    
    $
    3092011
    
    
    3212012
    
    
    3342013
    
    
    3472014
    
    
    361Years 2015  2018
    
    
    2,492
 16. Noncontrolling Interests
    114




---



##### Table of Contents



As of December 31,2009
    
    
    2008ASSETSCurrent assets
    
    $
    22,186
    
    
    $
    19,401Property & equipment, net
    
    
    17,167
    
    
    
    23,255Total assets
    
    $
    39,353
    
    
    $
    42,656LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities
    
    $
    10,734
    
    
    $
    3,194Stockholders equity
    
    
    28,619
    
    
    
    39,462Total liabilities and stockholders equity
    
    $
    39,353
    
    
    $
    42,656
  For the years ended December 31,2009
    
    
    2008Revenues
    
    $
    25,008
    
    
    $
    30,879Operating Expenses:Direct vessel operating expenses
    
    
    16,920
    
    
    
    10,507Depreciation expense
    
    
    5,235
    
    
    
    4,424General and administrative
    
    
    2,562
    
    
    
    2,406Gain on sale of asset
    
    
    (923
    )
    
    
    Total operating expense
    
    
    23,794
    
    
    
    17,337Operating income
    
    
    1,214
    
    
    
    13,542Miscellaneous expense
    
    
    (219
    )
    
    
    (226
    )Net income
    
    $
    995
    
    
    $
    13,316
  115




---



##### Table of Contents



17. Commitments and Contingencies
 Commitments and Contingencies of Parent Company (Trico Other):
 Plan of Reorganization Proceeding.
 Commitments and Contingencies of Trico Supply and Subsidiaries and Non-Guarantor Subsidiaries:
 General.
 Volstad Impairment  Withdrawal from Partnership.
 Saipem.
 116




---



##### Table of Contents



Brazilian Tax Assessments.
   Construction Commitments.
 117




---



##### Table of Contents



Operating Leases.
  .
  18. Segment and Geographic Information
   118




---



##### Table of Contents



SubseaTrenching and
    
    Towing andSubsea Services
    
    Protection
    
    Supply
    
    Corporate
    
    Total(in thousands)2009Revenues from unaffiliated customers
    
    $
    283,508
    
    
    $
    233,348
    
    
    $
    125,344
    
    
    $
    
    
    
    $
    642,200Intersegment revenues
    
    
    3,496
    
    
    
    19,779
    
    
    
    
    
    
    
    
    
    
    
    23,275Depreciation and amortization
    
    
    38,227
    
    
    
    18,346
    
    
    
    20,021
    
    
    
    939
    
    
    
    77,533Impairments and penalties on early termination of contracts (1)
    
    
    134,045
    
    
    
    2,000
    
    
    
    1,222
    
    
    
    
    
    
    
    137,267Operating income (loss) (1)
    
    
    (147,911
    )
    
    
    28,071
    
    
    
    20,912
    
    
    
    (26,344
    )
    
    
    (125,272
    )Interest income
    
    
    2,642
    
    
    
    
    
    
    
    221
    
    
    
    3
    
    
    
    2,866Interest expense
    
    
    (9,088
    )
    
    
    (1,420
    )
    
    
    (12,655
    )
    
    
    (26,976
    )
    
    
    (50,139
    )Capital expenditures for property and equipment
    
    
    77,031
    
    
    
    9,905
    
    
    
    5,945
    
    
    
    452
    
    
    
    93,333Total assets
    
    
    511,639
    
    
    
    172,744
    
    
    
    389,329
    
    
    
    2,547
    
    
    
    1,076,2592008Revenues from unaffiliated customers
    
    $
    221,838
    
    
    $
    123,804
    
    
    $
    210,489
    
    
    $
    
    
    
    $
    556,131Intersegment revenues
    
    
    4,850
    
    
    
    7,057
    
    
    
    
    
    
    
    
    
    
    
    11,907Depreciation and amortization
    
    
    22,612
    
    
    
    14,153
    
    
    
    24,487
    
    
    
    180
    
    
    
    61,432Impairments and penalties on early termination of contracts (1)
    
    
    133,183
    
    
    
    39,657
    
    
    
    
    
    
    
    
    
    
    
    172,840Operating income (loss)(1)
    
    
    (114,575
    )
    
    
    (35,264
    )
    
    
    45,875
    
    
    
    (23,581
    )
    
    
    (127,545
    )Interest income
    
    
    5,839
    
    
    
    2
    
    
    
    3,713
    
    
    
    321
    
    
    
    9,875Interest expense
    
    
    (9,969
    )
    
    
    (1,481
    )
    
    
    (62
    )
    
    
    (24,324
    )
    
    
    (35,836
    )Capital expenditures for property and equipment
    
    
    44,938
    
    
    
    20,877
    
    
    
    40,040
    
    
    
    1,623
    
    
    
    107,478Total assets
    
    
    579,727
    
    
    
    175,986
    
    
    
    445,047
    
    
    
    1,976
    
    
    
    1,202,7362007Revenues from unaffiliated customers
    
    $
    31,171
    
    
    $
    
    
    
    $
    224,937
    
    
    $
    
    
    
    $
    256,108Depreciation and amortization
    
    
    2,092
    
    
    
    
    
    
    
    21,625
    
    
    
    654
    
    
    
    24,371Impairments and penalties on early termination of contracts
    
    
    
    
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    116Operating income (loss)
    
    
    11,594
    
    
    
    
    
    
    
    75,483
    
    
    
    (20,447
    )
    
    
    66,630Interest income
    
    
    
    
    
    
    
    
    
    
    10,817
    
    
    
    3,315
    
    
    
    14,132Interest expense
    
    
    
    
    
    
    
    
    
    
    (595
    )
    
    
    (6,973
    )
    
    
    (7,568
    )Capital expenditures for property and equipment
    
    
    22,358
    
    
    
    
    
    
    
    3,330
    
    
    
    375
    
    
    
    26,063Total assets
    
    
    112,144
    
    
    
    
    
    
    
    567,289
    
    
    
    1,014
    
    
    
    680,447
 
 (1)
    
    Includes 2009 impairments and penalties on early termination of contracts of
$14.0 million related to the Volstad investment, $1.2 million due to the cancellation of a
contract for equipment, $2.0 million impairment on an acquired asset from CTC Marine, the
termination of the VOS Satisfactionlease of $2.8 million, the remaining value of the Fosnavag
lease of $1.2 million and $116.1 million due to the expectation of exercising the termination
option for the last four Tebma vessels. For the year ended December 31, 2008, the impairments
of goodwill of $169.7 million and trade names of $3.1 million were based on the Companys
annual impairment analysis under accounting guidance for goodwill and other intangibles. See
Note 3 for further discussion.   119




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##### Table of Contents



Year Ended December 31,2009
    
    
    2008
    
    
    2007United States
    
    $
    8,729
    
    
    $
    41,702
    
    
    $
    65,784North Sea
    
    
    302,910
    
    
    
    323,358
    
    
    
    138,835Mexico
    
    
    64,040
    
    
    
    53,440
    
    
    
    9,807Asia Pacific Region
    
    
    121,611
    
    
    
    35,863
    
    
    
    699Brazil
    
    
    26,024
    
    
    
    25,596
    
    
    
    4,599West Africa
    
    
    37,023
    
    
    
    47,448
    
    
    
    36,384Middle East / Mediterranean
    
    
    58,425
    
    
    
    7,728
    
    
    
    Other
    
    
    23,438
    
    
    
    20,996
    
    
    
    Total
    
    $
    642,200
    
    
    $
    556,131
    
    
    $
    256,108
  December 31,2009
    
    
    2008United States
    
    $
    7,070
    
    
    $
    50,603North Sea
    
    
    319,417
    
    
    
    437,409United Kingdom
    
    
    88,113
    
    
    
    87,697Asia Pacific Region
    
    
    90,601
    
    
    
    8,553Mexico
    
    
    173,425
    
    
    
    200,639Brazil
    
    
    19,414
    
    
    
    1,432West Africa
    
    
    30,117
    
    
    
    18,077Total
    
    $
    728,157
    
    
    $
    804,410
  SubseaSubsea
    
    Trenching and
    
    Towing and
    
    
    
    
    
    Total
    
    % of TotalServices
    
    Protection
    
    Supply
    
    Total
    
    Revenue
    
    Revenue2009Blue Whale
    
    $
    
    
    
    $
    105,380
    
    
    $
    
    
    
    $
    105,380
    
    
    $
    642,200
    
    
    
    16
    %Statoil
    
    
    129,676
    
    
    
    
    
    
    
    10,862
    
    
    
    140,538
    
    
    
    642,200
    
    
    
    22
    %2008Grupo Diavaz
    
    $
    49,606
    
    
    $
    
    
    
    $
    3,235
    
    
    $
    52,841
    
    
    $
    556,131
    
    
    
    10
    %Statoil
    
    
    81,781
    
    
    
    2,960
    
    
    
    32,906
    
    
    
    117,647
    
    
    
    556,131
    
    
    
    21
    %
 19. Subsequent Events
 Amendment on $50 million U.S. Revolving Credit Facility.
 120




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##### Table of Contents



Sale of Vessels.
 Norwegian Supreme Court ruling regarding constitutionality of transitional rules.
  20. Quarterly Financial Data (Unaudited)
  First
    
    Second
    
    (Revised)Third
    
    FourthQuarter
    
    Quarter (1)
    
    Quarter (5)
    
    Quarter (5)Year ended December 31, 2009Total revenues
    
    $
    121,819
    
    
    $
    179,732
    
    
    $
    189,855
    
    
    $
    150,794Operating income (loss)
    
    
    (16,171
    )
    
    
    15,235
    (3)
    
    
    5,529
    (3)
    
    
    (129,865
    ) (3)Net income (loss)
    
    
    3
    (2),(4)
    
    
    4,661
    (2)(3)(4)
    
    
    10,617
    (2)(3)
    
    
    (160,040
    ) (2)(3)Net income (loss) attributable to Trico Marine Services, Inc.
    
    
    (747
    ) (2),(4)
    
    
    4,147
    (2)(3)(4)
    
    
    11,476
    (2)(3)
    
    
    (160,142
    ) (2)(3)Earnings (loss) per common share:Basic
    
    $
    (0.04
    )
    
    $
    0.22
    
    
    $
    0.56
    
    
    $
    (7.77
    )Diluted
    
    $
    (0.04
    )
    
    $
    0.22
    
    
    $
    0.42
    
    
    $
    (7.77
    )Year ended December 31, 2008Total revenues
    
    $
    59,175
    
    
    $
    104,292
    
    
    $
    214,793
    
    
    $
    177,871Operating income (loss)
    
    
    11,504
    
    
    
    5,520
    
    
    
    19,193
    
    
    
    (163,762
    ) (3)Net income (loss)
    
    
    11,147
    
    
    
    (2,077
    ) (2)
    
    
    33,190
    (2)
    
    
    (149,124
    ) (2)(3)(4)Net income (loss) attributable to Trico Marine Services, Inc.
    
    
    10,306
    
    
    
    (3,618
    ) (2)
    
    
    30,337
    (2)
    
    
    (150,680
    ) (2)(3)(4)Earnings (loss) per common share:Basic
    
    $
    0.72
    
    
    $
    (0.24
    )
    
    $
    2.05
    
    
    $
    (10.10
    )Diluted
    
    $
    0.69
    
    
    $
    (0.24
    )
    
    $
    1.82
    
    
    $
    (10.10
    )
 
 (1)
    
    The second quarter of 2008 includes the results of the DeepOcean acquisition
from the acquisition date of May 16, 2008. 121




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##### Table of Contents



(2)
    
    Includes unrealized gain (loss) of $0.9 million, $0.5 million, $(21.0) million and
$18.8 million for the first, second, third and fourth quarters of 2009, respectively, and
($2.3 million), $31.5 million and $23.4 million for the second, third and fourth quarters of
2008, respectively, related to embedded derivatives within the Companys 8.125% and prior 6.5%
Debentures that require valuation under accounting guidance for fair value measurements.(3)
    
    Includes 2009 impairments and penalties on early termination of contracts of $14.0
million related to the Volstad investment in the second quarter, $1.2 million due to the
cancellation of a contract for equipment in the third quarter, $2.0 million impairment on an
acquired asset from CTC Marine, the termination of the VOS Satisfactionlease of $2.8 million,
the remaining value of the Fosnavag lease of $1.2 million and $116.1 million due to the
expectation of exercising the termination option for the last four Tebma vessels in the fourth
quarter. The impairments for the year ended December 31, 2008 includes goodwill of $169.7
million and trade names of $3.1 million based on the Companys annual impairment analysis
under accounting guidance for goodwill and other intangibles.(4)
    
    Includes gains of $10.8 million and $0.5 million for the first and second quarters
of 2009, respectively, and $9.0 million for the fourth quarter of 2008 due to the conversions
of the Companys 6.5% Debentures. During the second quarter of 2009, the 6.5% Debentures were
exchanged for the 8.125% Debentures.(5)
    
    During the year-end close process, an adjustment was identified related to foreign exchange gains and cumulative translation adjustment, resulting in an understatement of net income and net income attributable to Trico Marine Services, Inc. of $2.1 million, respectively, and an understatement of basic and diluted earnings per share of $0.10 and $0.06, respectively. 21. Supplemental Condensed Consolidating Financial Information
      122




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
YEAR ENDING 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
 123




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##### Table of Contents



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




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
YEAR ENDING DECEMBER 31, 2008
 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
    
    $
    
    
    
    $
    16,355
    
    
    $
    48,132
    
    
    $
    30,126
    
    
    $
    
    
    
    $
    94,613Restricted cash
    
    
    
    
    
    
    
    
    
    
    2,680
    
    
    
    886
    
    
    
    
    
    
    
    3,566Accounts receivable, net
    
    
    
    
    
    
    15,681
    
    
    
    98,853
    
    
    
    40,531
    
    
    
    
    
    
    
    155,065Prepaid expenses and
other current assets
    
    
    
    
    
    
    967
    
    
    
    19,371
    
    
    
    (6,876
    )
    
    
    
    
    
    
    13,462Total current assets
    
    
    
    
    
    
    33,003
    
    
    
    169,036
    
    
    
    64,667
    
    
    
    
    
    
    
    266,706Net property and equipment,
net
    
    
    1,243
    
    
    
    109,701
    
    
    
    596,509
    
    
    
    96,957
    
    
    
    
    
    
    
    804,410Intercompany receivables
(debt and other payables)
    
    
    386,231
    
    
    
    (439,876
    )
    
    
    (130,470
    )
    
    
    184,115
    
    
    
    
    
    
    
    Intangible assets
    
    
    
    
    
    
    
    
    
    
    106,983
    
    
    
    
    
    
    
    
    
    
    
    106,983Other assets
    
    
    13,051
    
    
    
    3,886
    
    
    
    3,679
    
    
    
    4,021
    
    
    
    
    
    
    
    24,637Investments in subsidiaries
    
    
    178,321
    
    
    
    248,908
    
    
    
    (276,448
    )
    
    
    
    
    
    
    (150,781
    )
    
    
    Total assets
    
    $
    578,846
    
    
    $
    (44,378
    )
    
    $
    469,289
    
    
    $
    349,760
    
    
    $
    (150,781
    )
    
    $
    1,202,736LIABILITIES AND EQUITYCurrent liabilities:Short-term and current
maturities of long-term
debt
    
    $
    10,000
    
    
    $
    
    
    
    $
    71,724
    
    
    $
    1,258
    
    
    $
    
    
    
    $
    82,982Accounts payable
    
    
    
    
    
    
    2,396
    
    
    
    32,169
    
    
    
    19,307
    
    
    
    
    
    
    
    53,872Accrued expenses
    
    
    125
    
    
    
    2,737
    
    
    
    61,537
    
    
    
    21,257
    
    
    
    
    
    
    
    85,656Accrued interest
    
    
    5,303
    
    
    
    3,234
    
    
    
    1,765
    
    
    
    81
    
    
    
    
    
    
    
    10,383Foreign taxes payable
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000Income taxes payable
    
    
    
    
    
    
    
    
    
    
    17,442
    
    
    
    691
    
    
    
    
    
    
    
    18,133Total current liabilities
    
    
    15,428
    
    
    
    12,367
    
    
    
    184,637
    
    
    
    42,594
    
    
    
    
    
    
    
    255,026Long-term debt
    
    
    383,309
    
    
    
    172,195
    
    
    
    125,327
    
    
    
    6,267
    
    
    
    
    
    
    
    687,098Long-term derivative
    
    
    1,119
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,119Foreign taxes payable
    
    
    
    
    
    
    47,508
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,508Deferred income taxes
    
    
    372
    
    
    
    
    
    
    
    4,732
    
    
    
    
    
    
    
    
    
    
    
    5,104Other liabilities
    
    
    
    
    
    
    
    
    
    
    2,664
    
    
    
    3,337
    
    
    
    
    
    
    
    6,001Total liabilities
    
    
    400,228
    
    
    
    232,070
    
    
    
    317,360
    
    
    
    52,198
    
    
    
    
    
    
    
    1,001,856Commitments and
contingenciesTotal equity
    
    
    178,618
    
    
    
    (276,448
    )
    
    
    151,929
    
    
    
    297,562
    
    
    
    (150,781
    )
    
    
    200,880Total liabilities and equity
    
    $
    578,846
    
    
    $
    (44,378
    )
    
    $
    469,289
    
    
    $
    349,760
    
    
    $
    (150,781
    )
    
    $
    1,202,736
 125




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
YEAR ENDING DECEMBER 31, 2008  (Continued)
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors (1)
    
    
    Adjustments (3)
    
    
    Trico Supply GroupASSETSCurrent assets:Cash and cash equivalents
    
    $
    16,355
    
    
    $
    48,132
    
    
    $
    2
    
    
    $
    64,489Restricted cash
    
    
    
    
    
    
    2,680
    
    
    
    
    
    
    
    2,680Accounts receivable, net
    
    
    15,681
    
    
    
    98,853
    
    
    
    
    
    
    
    114,534Prepaid expenses and other current assets
    
    
    967
    
    
    
    19,371
    
    
    
    
    
    
    
    20,338Total current assets
    
    
    33,003
    
    
    
    169,036
    
    
    
    2
    
    
    
    202,041Net property and equipment, net
    
    
    109,701
    
    
    
    596,509
    
    
    
    
    
    
    
    706,210Intercompany receivables (debt and other payables)
    
    
    (439,876
    )
    
    
    (130,470
    )
    
    
    (35,631
    )
    
    
    (605,977
    )Intangible assets
    
    
    
    
    
    
    106,983
    
    
    
    
    
    
    
    106,983Other assets
    
    
    3,886
    
    
    
    3,679
    
    
    
    
    
    
    
    7,565Investments in subsidiaries
    
    
    248,908
    
    
    
    (276,448
    )
    
    
    27,540
    
    
    
    Total assets
    
    $
    (44,378
    )
    
    $
    469,289
    
    
    $
    (8,089
    )
    
    $
    416,822LIABILITIES AND EQUITYCurrent liabilities:Short-term and current maturities of long-term
debt
    
    $
    
    
    
    $
    71,724
    
    
    $
    
    
    
    $
    71,724Accounts payable
    
    
    2,396
    
    
    
    32,169
    
    
    
    
    
    
    
    34,565Accrued expenses
    
    
    2,737
    
    
    
    61,537
    
    
    
    
    
    
    
    64,274Accrued interest
    
    
    3,234
    
    
    
    1,765
    
    
    
    
    
    
    
    4,999Foreign taxes payable
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    4,000Income taxes payable
    
    
    
    
    
    
    17,442
    
    
    
    
    
    
    
    17,442Total current liabilities
    
    
    12,367
    
    
    
    184,637
    
    
    
    
    
    
    
    197,004Long-term debt
    
    
    172,195
    
    
    
    125,327
    
    
    
    
    
    
    
    297,522Foreign taxes payable
    
    
    47,508
    
    
    
    
    
    
    
    
    
    
    
    47,508Deferred income taxes
    
    
    
    
    
    
    4,732
    
    
    
    
    
    
    
    4,732Other liabilities
    
    
    
    
    
    
    2,664
    
    
    
    
    
    
    
    2,664Total liabilities
    
    
    232,070
    
    
    
    317,360
    
    
    
    
    
    
    
    549,430Commitments and contingenciesTotal equity
    
    
    (276,448
    )
    
    
    151,929
    
    
    
    (8,089
    )
    
    
    (132,608
    )Total liabilities and equity
    
    $
    (44,378
    )
    
    $
    469,289
    
    
    $
    (8,089
    )
    
    $
    416,822
 
 (1)
    
    All subsidiaries of the Parent that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holdco, LLC that are not part
of the Trico Supply Group and investment in subsidiary balances between Trico Shipping and
Subsidiary Guarantors.(3)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holding LLC that are not part
of the Credit Group and investment in subsidiary balances between Issuer and Subsidiary
Guarantors. 126




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDING 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, except per share amounts)Revenues
    
    $
    
    
    
    $
    75,375
    
    
    $
    487,462
    
    
    $
    103,077
    
    
    $
    (23,714
    )
    
    $
    642,200Operating expenses:Direct operating expenses
    
    
    
    
    
    
    49,730
    
    
    
    393,130
    
    
    
    83,293
    
    
    
    (23,714
    )
    
    
    502,439General and administrative
    
    
    5,384
    
    
    
    1,611
    
    
    
    41,462
    
    
    
    32,819
    
    
    
    
    
    
    
    81,276Depreciation and amortization
    
    
    145
    
    
    
    10,845
    
    
    
    51,749
    
    
    
    14,794
    
    
    
    
    
    
    
    77,533Impairments and penalties on early termination of contracts
    
    
    
    
    
    
    11,954
    
    
    
    125,313
    
    
    
    
    
    
    
    
    
    
    
    137,267(Gain) loss on sales of assets
    
    
    
    
    
    
    (29,376
    )
    
    
    1,509
    
    
    
    (3,176
    )
    
    
    
    
    
    
    (31,043
    )Total operating expenses
    
    
    5,529
    
    
    
    44,764
    
    
    
    613,163
    
    
    
    127,730
    
    
    
    (23,714
    )
    
    
    767,472Operating income (loss)
    
    
    (5,529
    )
    
    
    30,611
    
    
    
    (125,701
    )
    
    
    (24,653
    )
    
    
    
    
    
    
    (125,272
    )Interest expense, net of amounts capitalized
    
    
    (38,380
    )
    
    
    (35,472
    )
    
    
    (1,625
    )
    
    
    (383
    )
    
    
    25,721
    
    
    
    (50,139
    )Interest income
    
    
    10,757
    
    
    
    2,076
    
    
    
    8,811
    
    
    
    6,943
    
    
    
    (25,721
    )
    
    
    2,866Unrealized loss on mark-to-market of embedded derivative
    
    
    (842
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (842
    )Gain on conversions of debt
    
    
    11,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,330Refinancing costs
    
    
    (6,224
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,224
    )Other income (expense), net
    
    
    1,973
    
    
    
    23,647
    
    
    
    (2,377
    )
    
    
    2,485
    
    
    
    
    
    
    
    25,728Equity income (loss) in investees, net of tax
    
    
    (120,203
    )
    
    
    (115,687
    )
    
    
    38,530
    
    
    
    
    
    
    
    197,360
    
    
    
    Loss before income taxes
    
    
    (147,118
    )
    
    
    (94,825
    )
    
    
    (82,362
    )
    
    
    (15,608
    )
    
    
    197,360
    
    
    
    (142,553
    )Income tax expense (benefit)
    
    
    (1,852
    )
    
    
    (17,668
    )
    
    
    15,638
    
    
    
    6,088
    
    
    
    
    
    
    
    2,206Net income
    
    
    (145,266
    )
    
    
    (77,157
    )
    
    
    (98,000
    )
    
    
    (21,696
    )
    
    
    197,360
    
    
    
    (144,759
    )Less: Net income
attributable to noncontrolling interest (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (507
    )
    
    
    
    
    
    
    (507
    )Net income (loss) attributable to the respective entity
    
    $
    (145,266
    )
    
    $
    (77,157
    )
    
    $
    (98,000
    )
    
    $
    (22,203
    )
    
    $
    197,360
    
    
    $
    (145,266
    )
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments (4)
    
    
    Trico Supply GroupRevenues
    
    $
    75,375
    
    
    $
    487,462
    
    
    $
    
    
    
    $
    562,837Operating expenses:Direct operating expenses
    
    
    49,730
    
    
    
    393,130
    
    
    
    
    
    
    
    442,860General and administrative
    
    
    1,611
    
    
    
    41,462
    
    
    
    (14
    )
    
    
    43,059Depreciation and amortization
    
    
    10,845
    
    
    
    51,749
    
    
    
    
    
    
    
    62,594Impairments
    
    
    11,954
    
    
    
    125,313
    
    
    
    
    
    
    
    137,267Gain on sales of assets
    
    
    (29,376
    )
    
    
    1,509
    
    
    
    
    
    
    
    (27,867
    )Total operating expenses
    
    
    44,764
    
    
    
    613,163
    
    
    
    (14
    )
    
    
    657,913Operating income (loss)
    
    
    30,611
    
    
    
    (125,701
    )
    
    
    14
    
    
    
    (95,076
    )Interest expense, net of amounts capitalized
    
    
    (35,472
    )
    
    
    (1,625
    )
    
    
    (1,436
    )
    
    
    (38,533
    )Interest income
    
    
    2,076
    
    
    
    8,811
    
    
    
    
    
    
    
    10,887Other income (expense), net
    
    
    23,647
    
    
    
    (2,377
    )
    
    
    
    
    
    
    21,270Equity income (loss) in investees, net of tax
    
    
    (115,687
    )
    
    
    38,530
    
    
    
    77,157
    
    
    
    Loss before income taxes
    
    
    (94,825
    )
    
    
    (82,362
    )
    
    
    75,735
    
    
    
    (101,452
    )Income tax expense
    
    
    (17,668
    )
    
    
    15,638
    
    
    
    
    
    
    
    (2,030
    )Net loss
    
    $
    (77,157
    )
    
    $
    (98,000
    )
    
    $
    75,735
    
    
    $
    (99,422
    )
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees.(3)
    
    Non-Guarantor Subsidiaries include a noncontrolling interest in Eastern Marine
Service Limited (EMSL).(4)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holdco, LLC that are not part
of the Trico Supply Group and equity income (loss) balances between Trico Shipping and
Subsidiary Guarantors. 127




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDING DECEMBER 31, 2008
 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)Revenues
    
    $
    
    
    
    $
    124,037
    
    
    $
    321,182
    
    
    $
    141,096
    
    
    $
    (30,184
    )
    
    $
    556,131Operating expenses:Direct operating expenses
    
    
    
    
    
    
    80,255
    
    
    
    251,906
    
    
    
    81,917
    
    
    
    (30,184
    )
    
    
    383,894General and administrative
    
    
    5,588
    
    
    
    1,192
    
    
    
    30,364
    
    
    
    31,041
    
    
    
    
    
    
    
    68,185Depreciation and amortization
    
    
    
    
    
    
    13,969
    
    
    
    32,982
    
    
    
    14,481
    
    
    
    
    
    
    
    61,432Impairments and penalties on early termination of contracts
    
    
    
    
    
    
    
    
    
    
    172,840
    
    
    
    
    
    
    
    
    
    
    
    172,840(Gain) loss on sales of assets
    
    
    
    
    
    
    636
    
    
    
    (567
    )
    
    
    (2,744
    )
    
    
    
    
    
    
    (2,675
    )Total operating expenses
    
    
    5,588
    
    
    
    96,052
    
    
    
    487,525
    
    
    
    124,695
    
    
    
    (30,184
    )
    
    
    683,676Operating income (loss)
    
    
    (5,588
    )
    
    
    27,985
    
    
    
    (166,343
    )
    
    
    16,401
    
    
    
    
    
    
    
    (127,545
    )Interest expense, net of amounts capitalized
    
    
    (30,115
    )
    
    
    (22,463
    )
    
    
    (10,314
    )
    
    
    (14,564
    )
    
    
    41,620
    
    
    
    (35,836
    )Interest income
    
    
    13,189
    
    
    
    3,195
    
    
    
    9,300
    
    
    
    25,811
    
    
    
    (41,620
    )
    
    
    9,875Unrealized gain (loss) on mark-to-market of embedded derivative
    
    
    52,653
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,653Gain on conversions of debt
    
    
    9,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,008Other income (expense), net
    
    
    299
    
    
    
    (13,580
    )
    
    
    11,219
    
    
    
    465
    
    
    
    
    
    
    
    (1,597
    )Equity income (loss) in investees, net of tax
    
    
    (134,925
    )
    
    
    7,021
    
    
    
    4,155
    
    
    
    
    
    
    
    123,749
    
    
    
    Income (loss) before income taxes
    
    
    (95,479
    )
    
    
    2,158
    
    
    
    (151,983
    )
    
    
    28,113
    
    
    
    123,749
    
    
    
    (93,442
    )Income tax expense (benefit)
    
    
    18,177
    
    
    
    (709
    )
    
    
    (13,857
    )
    
    
    9,811
    
    
    
    
    
    
    
    13,422Net income (loss)
    
    
    (113,656
    )
    
    
    2,867
    
    
    
    (138,126
    )
    
    
    18,302
    
    
    
    123,749
    
    
    
    (106,864
    )Less: Net (income) loss attributable to noncontrolling interest (3)
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    (6,799
    )
    
    
    
    
    
    
    (6,791
    )Net income (loss) attributable to the respective entity
    
    $
    (113,656
    )
    
    $
    2,867
    
    
    $
    (138,118
    )
    
    $
    11,503
    
    
    $
    123,749
    
    
    $
    (113,655
    )
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments (4)
    
    
    Trico Supply GroupRevenues
    
    $
    124,037
    
    
    $
    321,182
    
    
    $
    
    
    
    $
    445,219Operating expenses:Direct operating expenses
    
    
    80,255
    
    
    
    251,906
    
    
    
    
    
    
    
    332,161General and administrative
    
    
    1,192
    
    
    
    30,364
    
    
    
    (13
    )
    
    
    31,543Depreciation and amortization
    
    
    13,969
    
    
    
    32,982
    
    
    
    
    
    
    
    46,951Impairments
    
    
    
    
    
    
    172,840
    
    
    
    
    
    
    
    172,840Gain on sales of assets
    
    
    636
    
    
    
    (567
    )
    
    
    
    
    
    
    69Total operating expenses
    
    
    96,052
    
    
    
    487,525
    
    
    
    (13
    )
    
    
    583,564Operating income (loss)
    
    
    27,985
    
    
    
    (166,343
    )
    
    
    13
    
    
    
    (138,345
    )Interest expense, net of amounts capitalized
    
    
    (22,463
    )
    
    
    (10,314
    )
    
    
    
    
    
    
    (32,777
    )Interest income
    
    
    3,195
    
    
    
    9,300
    
    
    
    (1,875
    )
    
    
    10,620Other income (expense), net
    
    
    (13,580
    )
    
    
    11,219
    
    
    
    
    
    
    
    (2,361
    )Equity income (loss) in investees, net of tax
    
    
    7,021
    
    
    
    4,155
    
    
    
    (11,176
    )
    
    
    Income (loss) before income taxes
    
    
    2,158
    
    
    
    (151,983
    )
    
    
    (13,038
    )
    
    
    (162,863
    )Income tax expense (benefit)
    
    
    (709
    )
    
    
    (13,857
    )
    
    
    
    
    
    
    (14,566
    )Net income (loss)
    
    
    2,867
    
    
    
    (138,126
    )
    
    
    (13,038
    )
    
    
    (148,297
    )Less: Net (income) attributable to noncontrolling interest
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    8Net income (loss) attributable to Trico Supply Group
    
    $
    2,867
    
    
    $
    (138,118
    )
    
    $
    (13,038
    )
    
    $
    (148,289
    )
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees.(3)
    
    Non-Guarantor Subsidiaries include a noncontrolling interest in EMSL.(4)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holdco, LLC that are not part
of the Trico Supply Group and equity income (loss) balances between Trico Shipping and
Subsidiary Guarantors. 128




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
YEAR ENDING DECEMBER 31, 2007
 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)Revenues
    
    $
    
    
    
    $
    133,993
    
    
    $
    8,846
    
    
    $
    116,593
    
    
    $
    (3,324
    )
    
    $
    256,108Operating expenses:Direct operating expenses
    
    
    
    
    
    
    58,284
    
    
    
    2,864
    
    
    
    69,304
    
    
    
    (3,324
    )
    
    
    127,128General and administrative
    
    
    4,565
    
    
    
    6,665
    
    
    
    791
    
    
    
    28,739
    
    
    
    
    
    
    
    40,760Depreciation and amortization
    
    
    
    
    
    
    11,606
    
    
    
    275
    
    
    
    12,490
    
    
    
    
    
    
    
    24,371Impairments and penalties on early termination of
contracts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116
    
    
    
    
    
    
    
    116(Gain) loss on sales of assets
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    (2,917
    )
    
    
    
    
    
    
    (2,897
    )Total operating expenses
    
    
    4,565
    
    
    
    76,555
    
    
    
    3,950
    
    
    
    107,732
    
    
    
    (3,324
    )
    
    
    189,478Operating income (loss)
    
    
    (4,565
    )
    
    
    57,438
    
    
    
    4,896
    
    
    
    8,861
    
    
    
    
    
    
    
    66,630Interest expense, net of amounts capitalized
    
    
    (8,971
    )
    
    
    (87
    )
    
    
    (1,244
    )
    
    
    984
    
    
    
    1,750
    
    
    
    (7,568
    )Interest income
    
    
    44
    
    
    
    2,666
    
    
    
    2,643
    
    
    
    10,529
    
    
    
    (1,750
    )
    
    
    14,132Other income (expense), net
    
    
    (68
    )
    
    
    (3,303
    )
    
    
    722
    
    
    
    (997
    )
    
    
    
    
    
    
    (3,646
    )Equity income (loss) in investees, net of tax
    
    
    71,219
    
    
    
    (282
    )
    
    
    55,757
    
    
    
    
    
    
    
    (126,694
    )
    
    
    Income (loss) before income taxes
    
    
    57,659
    
    
    
    56,432
    
    
    
    62,774
    
    
    
    19,377
    
    
    
    (126,694
    )
    
    
    69,548Income tax expense (benefit)
    
    
    (2,513
    )
    
    
    958
    
    
    
    (1,326
    )
    
    
    14,689
    
    
    
    
    
    
    
    11,808Net income (loss)
    
    
    60,172
    
    
    
    55,474
    
    
    
    64,100
    
    
    
    4,688
    
    
    
    (126,694
    )
    
    
    57,740Less: Net (income) loss attributable to noncontrolling
interest (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,432
    
    
    
    
    
    
    
    2,432Net income (loss) attributable to the respective entity
    
    $
    60,172
    
    
    $
    55,474
    
    
    $
    64,100
    
    
    $
    7,120
    
    
    $
    (126,694
    )
    
    $
    60,172
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors
    
    
    Adjustments (4)
    
    
    Trico Supply GroupRevenues
    
    $
    133,993
    
    
    $
    8,846
    
    
    $
    
    
    
    $
    142,839Operating expenses:Direct operating expenses
    
    
    58,284
    
    
    
    2,864
    
    
    
    
    
    
    
    61,148General and administrative
    
    
    6,665
    
    
    
    791
    
    
    
    (21
    )
    
    
    7,435Depreciation and amortization
    
    
    11,606
    
    
    
    275
    
    
    
    
    
    
    
    11,881Impairments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain on sales of assets
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    20Total operating expenses
    
    
    76,555
    
    
    
    3,950
    
    
    
    (21
    )
    
    
    80,484Operating income (loss)
    
    
    57,438
    
    
    
    4,896
    
    
    
    21
    
    
    
    62,355Interest expense, net of amounts capitalized
    
    
    (87
    )
    
    
    (1,244
    )
    
    
    
    
    
    
    (1,331
    )Interest income
    
    
    2,666
    
    
    
    2,643
    
    
    
    (1,741
    )
    
    
    3,568Other income (expense), net
    
    
    (3,303
    )
    
    
    722
    
    
    
    
    
    
    
    (2,581
    )Equity income (loss) in investees, net of tax
    
    
    (282
    )
    
    
    55,757
    
    
    
    (55,475
    )
    
    
    Income (loss) before income taxes
    
    
    56,432
    
    
    
    62,774
    
    
    
    (57,195
    )
    
    
    62,011Income tax expense (benefit)
    
    
    958
    
    
    
    (1,326
    )
    
    
    
    
    
    
    (368
    )Net income (loss)
    
    
    55,474
    
    
    
    64,100
    
    
    
    (57,195
    )
    
    
    62,379Less: Net (income) attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to Trico Supply Group
    
    $
    55,474
    
    
    $
    64,100
    
    
    $
    (57,195
    )
    
    $
    62,379
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees.(3)
    
    Non-Guarantor Subsidiaries include a noncontrolling interest in EMSL.(4)
    
    Adjustments include Trico Marine Cayman L.P. and Trico Holdco, LLC that are not part
of the Trico Supply Group and equity income (loss) balances between Trico Shipping and
Subsidiary Guarantors. 129




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
YEAR ENDING 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)Net cash provided by (used in) operating activities
    
    $
    (54,468
    )
    
    $
    (13,841
    )
    
    $
    101,090
    
    
    $
    27,193
    
    
    $
    
    
    
    $
    59,974Cash flows from investing activities:Purchases of property and equipment
    
    
    (452
    )
    
    
    (3,026
    )
    
    
    (83,299
    )
    
    
    (3,083
    )
    
    
    
    
    
    
    (89,860
    )Proceeds from sales of assets
    
    
    
    
    
    
    65,108
    
    
    
    
    
    
    
    8,155
    
    
    
    
    
    
    
    73,263Return of equity investment in investee
    
    
    57,329
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57,329
    )
    
    
    Decrease (increase) in restricted cash
    
    
    
    
    
    
    
    
    
    
    (3,516
    )
    
    
    109
    
    
    
    
    
    
    
    (3,407
    )Net cash provided by (used in) investing activities
    
    
    56,877
    
    
    
    62,082
    
    
    
    (86,815
    )
    
    
    5,181
    
    
    
    (57,329
    )
    
    
    (20,004
    )Cash flows from financing activities:Net proceeds from issuance of Senior Secured Notes
    
    
    
    
    
    
    385,572
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    385,572Repayment from issuance of senior convertible debentures
    
    
    (12,676
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,676
    )Repayments of revolving credit facilities
    
    
    (35,523
    )
    
    
    (188,712
    )
    
    
    (258,423
    )
    
    
    (1,258
    )
    
    
    
    
    
    
    (483,916
    )Proceeds from revolving credit facilities
    
    
    530
    
    
    
    20,000
    
    
    
    27,694
    
    
    
    
    
    
    
    
    
    
    
    48,224Borrowings (repayments) on debt between subsidiaries, net
    
    
    49,189
    
    
    
    (272,115
    )
    
    
    207,926
    
    
    
    15,000
    
    
    
    
    
    
    
    Capital contributions
    
    
    2,295
    
    
    
    7,705
    
    
    
    (10,000
    )
    
    
    
    
    
    
    
    
    
    
    Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57,329
    )
    
    
    57,329
    
    
    
    Contribution from noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,120
    )
    
    
    
    
    
    
    (6,120
    )Debt issuance costs
    
    
    
    
    
    
    (16,385
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,385
    )Debt refinancing costs
    
    
    (6,224
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,224
    )Net cash used in financing activities
    
    
    (2,409
    )
    
    
    (63,935
    )
    
    
    (32,803
    )
    
    
    (49,707
    )
    
    
    57,329
    
    
    
    (91,525
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    1,955
    
    
    
    7,968
    
    
    
    
    
    
    
    
    
    
    
    9,923Net decrease in cash and cash equivalents
    
    
    
    
    
    
    (13,739
    )
    
    
    (10,560
    )
    
    
    (17,333
    )
    
    
    
    
    
    
    (41,632
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    16,355
    
    
    
    48,133
    
    
    
    30,125
    
    
    
    
    
    
    
    94,613Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    2,616
    
    
    $
    37,573
    
    
    $
    12,792
    
    
    $
    
    
    
    $
    52,981
 Issuer
    
    Subsidiary(Trico Shipping AS)
    
    Guarantors(1)
    
    Credit GroupNet cash provided by (used in) operating activities
    
    $
    (13,841
    )
    
    $
    101,090
    
    
    $
    87,249Cash flows from investing activities:Purchases of property and equipment
    
    
    (3,026
    )
    
    
    (83,299
    )
    
    
    (86,325
    )Proceeds from sales of assets
    
    
    65,108
    
    
    
    
    
    
    
    65,108Decrease (increase) in restricted cash
    
    
    
    
    
    
    (3,516
    )
    
    
    (3,516
    )Net cash provided by (used in) investing activities
    
    
    62,082
    
    
    
    (86,815
    )
    
    
    (24,733
    )Cash flows from financing activities:Net proceeds from issuance of Senior Secured Notes
    
    
    385,572
    
    
    
    
    
    
    
    385,572Repayments of revolving credit facilities
    
    
    (188,712
    )
    
    
    (258,423
    )
    
    
    (447,135
    )Proceeds from revolving credit facilities
    
    
    20,000
    
    
    
    27,694
    
    
    
    47,694Borrowings (repayments) on debt between subsidiaries, net
    
    
    (272,115
    )
    
    
    207,926
    
    
    
    (64,189
    )Capital contributions
    
    
    7,705
    
    
    
    (10,000
    )
    
    
    (2,295
    )Debt issuance costs
    
    
    (16,385
    )
    
    
    
    
    
    
    (16,385
    )Net cash used in financing activities
    
    
    (63,935
    )
    
    
    (32,803
    )
    
    
    (96,738
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    1,955
    
    
    
    7,968
    
    
    
    9,923Net decrease in cash and cash equivalents
    
    
    (13,739
    )
    
    
    (10,560
    )
    
    
    (24,299
    )Cash and cash equivalents at beginning of period
    
    
    16,355
    
    
    
    48,133
    
    
    
    64,488Cash and cash equivalents at end of period
    
    $
    2,616
    
    
    $
    37,573
    
    
    $
    40,189
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees. 130




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
YEAR ENDING DECEMBER 31, 2008
 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
    
    $
    (13,128
    )
    
    $
    27,957
    
    
    $
    16,138
    
    
    $
    48,971
    
    
    $
    
    
    
    $
    79,938Cash flows from investing activities:Acquisition of DeepOcean, net of acquired cash
    
    
    
    
    
    
    (643,413
    )
    
    
    137,320
    
    
    
    
    
    
    
    
    
    
    
    (506,093
    )Purchases of property and equipment
    
    
    
    
    
    
    (3,130
    )
    
    
    (71,635
    )
    
    
    (32,713
    )
    
    
    
    
    
    
    (107,478
    )Proceeds from sales of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,110
    
    
    
    
    
    
    
    7,110Return of equity investment in investee
    
    
    46,826
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46,826
    )
    
    
    Settlement of hedge instrument
    
    
    
    
    
    
    
    
    
    
    8,150
    
    
    
    
    
    
    
    
    
    
    
    8,150Decrease (increase) in restricted cash
    
    
    
    
    
    
    
    
    
    
    (1,088
    )
    
    
    6,522
    
    
    
    
    
    
    
    5,434Net cash provided by (used in) investing activities
    
    
    46,826
    
    
    
    (646,543
    )
    
    
    72,747
    
    
    
    (19,081
    )
    
    
    (46,826
    )
    
    
    (592,877
    )Cash flows from financing activities:Net proceeds from exercises of warrants and options
    
    
    11,962
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,962Proceeds from issuance of senior convertible debentures
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000Borrowings (repayments) from debt, net
    
    
    46,459
    
    
    
    218,323
    
    
    
    (57,759
    )
    
    
    (3,259
    )
    
    
    
    
    
    
    203,764Borrowings (repayments) on debt between subsidiaries,
net
    
    
    (330,643
    )
    
    
    324,123
    
    
    
    (9,600
    )
    
    
    16,120
    
    
    
    
    
    
    
    Capital contributions
    
    
    (49,439
    )
    
    
    26,098
    
    
    
    
    
    
    
    23,341
    
    
    
    
    
    
    
    Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46,826
    )
    
    
    46,826
    
    
    
    Contribution from noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    3,519
    
    
    
    
    
    
    
    
    
    
    
    3,519Debt issuance costs
    
    
    (12,037
    )
    
    
    (3,654
    )
    
    
    (531
    )
    
    
    (427
    )
    
    
    
    
    
    
    (16,649
    )Debt refinancing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    (33,698
    )
    
    
    564,890
    
    
    
    (64,371
    )
    
    
    (11,051
    )
    
    
    46,826
    
    
    
    502,596Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    (12,534
    )
    
    
    (13,973
    )
    
    
    
    
    
    
    
    
    
    
    (26,507
    )Net increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    (66,230
    )
    
    
    10,541
    
    
    
    18,839
    
    
    
    
    
    
    
    (36,850
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    82,585
    
    
    
    37,591
    
    
    
    11,287
    
    
    
    
    
    
    
    131,463Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    16,355
    
    
    $
    48,132
    
    
    $
    30,126
    
    
    $
    
    
    
    $
    94,613
 Issuer
    
    
    Subsidiary(Trico Shipping AS)
    
    
    Guarantors (1)
    
    
    Credit GroupNet cash provided by operating activities
    
    $
    27,957
    
    
    $
    16,138
    
    
    $
    44,095Cash flows from investing activities:Acquisition of DeepOcean, net of acquired cash
    
    
    (643,413
    )
    
    
    137,320
    
    
    
    (506,093
    )Purchases of property and equipment
    
    
    (3,130
    )
    
    
    (71,635
    )
    
    
    (74,765
    )Settlement of hedge instrument
    
    
    
    
    
    
    8,150
    
    
    
    8,150Decrease (increase) in restricted cash
    
    
    
    
    
    
    (1,088
    )
    
    
    (1,088
    )Net cash provided by (used in) investing activities
    
    
    (646,543
    )
    
    
    72,747
    
    
    
    (573,796
    )Cash flows from financing activities:Borrowings (repayments) from debt, net
    
    
    218,323
    
    
    
    (57,759
    )
    
    
    160,564Borrowings (repayments) on debt between
subsidiaries, net
    
    
    324,123
    
    
    
    (9,600
    )
    
    
    314,523Capital contributions
    
    
    26,098
    
    
    
    
    
    
    
    26,098Contribution from noncontrolling interest
    
    
    
    
    
    
    3,519
    
    
    
    3,519Debt issuance costs
    
    
    (3,654
    )
    
    
    (531
    )
    
    
    (4,185
    )Net cash provided by (used in) financing activities
    
    
    564,890
    
    
    
    (64,371
    )
    
    
    500,519Effect of exchange rate changes on cash and cash
equivalents
    
    
    (12,534
    )
    
    
    (13,973
    )
    
    
    (26,507
    )Net increase (decrease) in cash and cash equivalents
    
    
    (66,230
    )
    
    
    10,541
    
    
    
    (55,689
    )Cash and cash equivalents at beginning of period
    
    
    82,585
    
    
    
    37,591
    
    
    
    120,176Cash and cash equivalents at end of period
    
    $
    16,355
    
    
    $
    48,132
    
    
    $
    64,487
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees. 131




---



##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
YEAR ENDING DECEMBER 31, 2007
 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
    
    $
    12,312
    
    
    $
    58,545
    
    
    $
    12,588
    
    
    $
    48,610
    
    
    $
    (19,579
    )
    
    $
    112,476Cash flows from investing activities:Acquisition of Active Subsea, net of acquired cash
    
    
    
    
    
    
    
    
    
    
    (220,443
    )
    
    
    
    
    
    
    
    
    
    
    (220,443
    )Purchases of property and equipment
    
    
    
    
    
    
    (4,906
    )
    
    
    (461
    )
    
    
    (20,696
    )
    
    
    
    
    
    
    (26,063
    )Proceeds from sales of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,649
    
    
    
    
    
    
    
    4,649Purchases of available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (184,815
    )
    
    
    
    
    
    
    (184,815
    )Settlement of available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187,290
    
    
    
    
    
    
    
    187,290Decrease (increase) in restricted cash
    
    
    
    
    
    
    
    
    
    
    (321
    )
    
    
    4,434
    
    
    
    
    
    
    
    4,113Net cash provided by (used in) investing activities
    
    
    
    
    
    
    (4,906
    )
    
    
    (221,225
    )
    
    
    (9,138
    )
    
    
    
    
    
    
    (235,269
    )Cash flows from financing activities:Purchases of treasury stock
    
    
    (17,604
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,604
    )Net proceeds from exercises of warrants and options
    
    
    2,027
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,027Proceeds from issuance of senior convertible debentures
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000Borrowings (repayments) from debt, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    742
    
    
    
    
    
    
    
    742Borrowings (repayments) on debt between subsidiaries,
net
    
    
    
    
    
    
    
    
    
    
    194,200
    
    
    
    (194,200
    )
    
    
    
    
    
    
    Capital contributions
    
    
    (141,931
    )
    
    
    
    
    
    
    10,077
    
    
    
    131,854
    
    
    
    
    
    
    
    Dividend to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,579
    )
    
    
    19,579
    
    
    
    Contribution from noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Debt issuance costs
    
    
    (4,804
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,804
    )Net cash provided by (used in) financing activities
    
    
    (12,312
    )
    
    
    
    
    
    
    204,277
    
    
    
    (81,183
    )
    
    
    19,579
    
    
    
    130,361Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    8,248
    
    
    
    1,474
    
    
    
    
    
    
    
    
    
    
    
    9,722Net increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    61,887
    
    
    
    (2,886
    )
    
    
    (41,711
    )
    
    
    
    
    
    
    17,290Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    20,698
    
    
    
    40,477
    
    
    
    52,998
    
    
    
    
    
    
    
    114,173Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    82,585
    
    
    $
    37,591
    
    
    $
    11,287
    
    
    $
    
    
    
    $
    131,463x
 Issuer
    
    Subsidiary(Trico Shipping AS)
    
    Guarantors(1)
    
    Credit GroupNet cash provided by operating activities
    
    $
    58,545
    
    
    $
    12,588
    
    
    $
    71,133Cash flows from investing activities:Acquisition of Active Subsea, net of acquired cash
    
    
    
    
    
    
    (220,443
    )
    
    
    (220,443
    )Purchases of property and equipment
    
    
    (4,906
    )
    
    
    (461
    )
    
    
    (5,367
    )Decrease (increase) in restricted cash
    
    
    
    
    
    
    (321
    )
    
    
    (321
    )Net cash provided by (used in) investing activities
    
    
    (4,906
    )
    
    
    (221,225
    )
    
    
    (226,131
    )Cash flows from financing activities:Borrowings (repayments) on debt between
subsidiaries, net
    
    
    
    
    
    
    194,200
    
    
    
    194,200Capital contributions
    
    
    
    
    
    
    10,077
    
    
    
    10,077Net cash provided by (used in) financing activities
    
    
    
    
    
    
    204,277
    
    
    
    204,277Effect of exchange rate changes on cash and cash
equivalents
    
    
    8,248
    
    
    
    1,474
    
    
    
    9,722Net increase (decrease) in cash and cash equivalents
    
    
    61,887
    
    
    
    (2,886
    )
    
    
    59,001Cash and cash equivalents at beginning of period
    
    
    20,698
    
    
    
    40,477
    
    
    
    61,175Cash and cash equivalents at end of period
    
    $
    82,585
    
    
    $
    37,591
    
    
    $
    120,176
 
 (1)
    
    All subsidiaries of the Company that are providing guarantees, including Trico
Holdco, LLC, Trico Marine Cayman L.P., Trico Supply AS and all subsidiaries of Trico Supply AS
(other than Trico Shipping).(2)
    
    All subsidiaries of the Company that are not providing guarantees. 132




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
    Changes in Internal Control over Financial Reporting
  Managements Report on Internal Control over Financial Reporting
  Internal Control  Integrated Framework
      Internal Control 
Integrated Framework
  Remediation Plan
  
    
    We are reviewing the responsibilities and roles of staff in our accounting
and finance department considering each individuals accounting knowledge,
experience and training. We are also hiring additional
resources.
    
    We are actively recruiting a chief accounting officer.
    
    We are enhancing our period-end financial reporting by automating our
consolidation process and remapping our consolidation entries to the
appropriate entity level.
    
    We are reviewing the overall account reconciliation and journal entry
process for all locations, but in particular related to the consolidation and
divisional level to establish appropriate procedures that ensure adequate
support and review.
    
    We are in the process of formulating the appropriate policies and procedures
with respect to program changes and system security within our information
technology general controls.
    
    We are changing the process for the review of segregation of duties to be
performed on a regular basis and to clearly document the process undertaken and
the results.
    
    As part of our enhancement in our period-end financial reporting, we are
enhancing our process for accounting for foreign currency gains and losses to
ensure that foreign exchange gains and losses and/or cumulative translation
adjustment are appropriately calculated and recorded.
 133




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##### Table of Contents



Item 9B. Other Information.
 Indemnification Agreements
  Waivers.
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions and Director Independence
  
 Item 14. Principal Accounting Fees and Services
 134




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a) Documents filed as part of this report:
 (1) Financial Statements
  (2) Financial Statement Schedules
  (b) Exhibits
  135




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##### Table of Contents



SIGNATURES
  Trico Marine Services, Inc.
(Registrant)By:
    /s/ Joseph S. CompofelicePresident, Chief Executive Officer
and Chairman of the Board(Principal Executive Officer)   Signature
    
    Title
    
    Date/s/ Joseph S. Compofelice
    
    President, Chief Executive Officer and
    
    March 16, 2010Joseph S. Compofelice
    
    Chairman of the Board of Directors
(Principal Executive Officer)/s/ Geoff A. Jones

Geoff A. Jones
    
    Senior Vice President, Chief Financial Officer,
and Chief Administrative Officer
(Principal Financial Officer and Principal
Accounting Officer)
    
    March 16, 2010/s/ Per Staehr
    
    Director
    
    March 16, 2010Per Staehr/s/ Richard A. Bachmann
    
    Director
    
    March 16, 2010Richard A. Bachmann/s/ Kenneth M. Burke
    
    Director
    
    March 16, 2010Kenneth M. Burke/s/ Ben A. Guill
    
    Director
    
    March 16, 2010Ben A. Guill/s/ Edward C. Hutcheson, Jr.
    
    Director
    
    March 16, 2010Edward C. Hutcheson, Jr./s/ Myles W. Scoggins
    
    Director
    
    March 16, 2010Myles W. Scoggins
 136




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##### Table of Contents



TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the Years Ended December 31, 2009, 2008 and 2007
(in thousands)
 Charged
    
    ChargedBalance at
    
    (Credited)
    
    (Credited)
    
    
    
    
    
    Balance atBeginning
    
    to Costs and
    
    to Other
    
    Recoveries
    
    End ofDescription
    
    of Period
    
    Expenses
    
    Accounts
    
    (Deductions)
    
    Period(in thousands)2009Valuation allowance on deferred tax assets
    
    $
    19,369
    
    
    $
    15,852
    
    
    $
    (1,028
    )
    
    $
    (3,333
    )
    
    $
    30,860Allowance for doubtful accounts  trade
    
    $
    2,253
    
    
    $
    5,675
    
    
    $
    
    
    
    $
    (1,209
    )
    
    $
    6,719Allowance for doubtful accounts  nontrade
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2008Valuation allowance on deferred tax assets
    
    $
    17,242
    
    
    $
    12,180
    
    
    $
    (9,564
    )
    
    $
    (489
    )
    
    $
    19,369Allowance for doubtful accounts  trade
    
    $
    1,259
    
    
    $
    1,858
    
    
    $
    (159
    )
    
    $
    (705
    )
    
    $
    2,253Allowance for doubtful accounts  nontrade
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2007Valuation allowance on deferred tax assets
    
    $
    36,699
    
    
    $
    3,602
    
    
    $
    (23,788
    )
    
    $
    729
    
    
    $
    17,242Allowance for doubtful accounts  trade
    
    $
    1,846
    
    
    $
    78
    
    
    $
    658
    
    
    $
    (1,323
    )
    
    $
    1,259Allowance for doubtful accounts  nontrade
    
    $
    618
    
    
    $
    
    
    
    $
    (618
    )
    
    $
    
    
    
    $
    
 137




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##### Table of Contents



TRICO MARINE SERVICES, INC.
EXHIBIT INDEX
 2.1
    
    Joint Prepackaged Plan of Reorganization of the Company, Trico Marine Assets, Inc. and Trico
Marine Operators, Inc. under Chapter 11 of the United States Bankruptcy Code (incorporated by
reference to Exhibit 99.2 to our Current Report on Form 8-K filed November 12, 2004).2.2
    
    Plan Support Agreement, as amended, dated September 8, 2004 (incorporated by reference to
Exhibit 99.3 to our Current Report on Form 8-K/A filed November 16, 2004).3.1
    
    Second Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to our Current Report on Form 8-K filed March 16, 2005).3.2
    
    Amendment No. 1 to the Second Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Annex A to our Schedule 14A filed July 2, 2008).3.3
    
    Certificate of Designation of Series A Junior Participating Preferred Stock of Trico Marine
Services, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K
filed April 10, 2007).3.4
    
    Certificate of Elimination of Series A Junior Participating Preferred Stock of Trico Marine
Services, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K
filed April 29, 2008).3.5
    
    Ninth Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to
our Current Report on Form 8-K filed September 30, 2009).4.1
    
    Indenture of Trico Marine Services, Inc. and Wells Fargo Bank, National Association, as
Trustee, dated February 7, 2007 (incorporated by reference to Exhibit 10.18 to our Annual
Report on Form 10-K filed March 2, 2007).4.2
    
    Indenture, dated as of May 14, 2009, between Trico Marine Services, Inc. and Wells Fargo
Bank, National Association (incorporated by reference to Exhibit 10.2 to our Current Report on
Form 8-K filed May 19, 2009).4.3
    
    Indenture dated as of October 30, 2009, by and among Trico Shipping AS, the guarantors party
thereto and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to our Current
Report on Form 8-K filed November 5, 2009).4.4
    
    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Annual
Report on Form 10-K filed March 16, 2005).4.5
    
    Warrant Agreement, dated March 16, 2005 (incorporated by reference to Exhibit 4.2 to the
Companys Current Report on Form 8-K filed March 16, 2005).4.6
    
    Form of Series A Warrant (incorporated by reference to Exhibit 4.3 to the Companys Current
Report on Form 8-K filed March 21, 2005).4.7
    
    Form of Warrant (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K
filed May 12, 2009).4.8
    
    Phantom Stock Units Agreement, dated May 22, 2008, between Trico Marine Services, Inc. and
West Supply IV AS (incorporated by reference to Exhibit 10.3 to our Current Report on Form
8-K/A filed June 16, 2008).4.9
    
    Form of Phantom Stock Units Agreement, dated May 15, 2008, by and between Trico Marine
Services, Inc. and certain members of management (and their controlled entities) of DeepOcean
(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed May 16,
2008).4.10
    
    Stock Appreciation Rights Agreement by and between Trico Marine Services, Inc. and the
Participants, dated as of March 13, 2009 (incorporated by reference to Exhibit 10.3 to our
Current Report on Form 8-K filed March 17, 2009).
 138




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10.1
    
    Amended and Restated Credit Agreement, dated as of August 29, 2008, among Trico Marine
Services Inc., Trico Marine Assets Inc., and Trico Marine Operators, Inc., the Lenders party
thereto from time to time, and Nordea Bank Finland PLC, New York Branch, as Administrative
Agent and Lead Arranger for the Lenders (incorporated by reference to Exhibit 10.8 to our
Quarterly Report on Form 10-Q filed November 7, 2008).10.2
    
    First Amendment to Credit Agreement, dated as of March 10, 2009, to the Amended and Restated
Credit Agreement, dated as of August 29, 2008 (incorporated by reference to Exhibit 10.11 to
our Annual Report on Form 10-K filed March 12, 2009).10.3
    
    Second Amendment to Credit Agreement, dated as of May 8, 2009, by and among Trico Marine
Services, Inc., Trico Marine Assets, Inc., Trico Marine Operators, Inc., and Nordea Bank
Finland plc, New York Branch (incorporated by reference to Exhibit 10.7 to our Current Report
on Form 8-K filed May 12, 2009).10.4
    
    Third Amendment to Credit Agreement, dated as of May 14, 2009, by and among Trico Marine
Services, Inc., Trico Marine Assets, Inc., Trico Marine Operators, Inc., and Nordea Bank
Finland plc, New York Branch (incorporated by reference to Exhibit 10.7 to our Current Report
on Form 8-K filed May 19, 2009).10.5
    
    Fifth Amendment to Credit Agreement, dated as of August 4, 2009, by and among Trico Marine
Services, Inc., Trico Marine Assets, Inc., Trico Marine Operators, Inc., the Lenders, and
Nordea Bank Finland plc, New York Branch (incorporated by reference to Exhibit 10.26 to our
Quarterly Report on Form 10-Q filed August 10, 2009).10.6
    
    Sixth Amendment to Credit Agreement dated as of October 30, 2009, among Trico Marine
Services, Inc., the guarantors party thereto, the lenders party thereto and Nordea Bank
Finland plc, New York Branch, as administrative agent (incorporated by reference to Exhibit
10.3 to our Current Report on Form 8-K filed November 5, 2009).10.7
    
    Seventh Amendment to Credit Agreement dated as of December 22, 2009, among Trico Marine
Services, Inc., the guarantors party thereto, the lenders party thereto and Nordea Bank
Finland plc, New York Branch as administrative agent (incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K filed December 29, 2009).10.8
    
    Eighth Amendment to Credit Agreement dated as of January 15, 2010, among Trico Marine
Services, Inc., the guarantors party thereto, the lenders party thereto and Nordea Bank
Finland plc, New York Branch as administrative agent (incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K filed January 22, 2010).10.9
    
    Waiver to Amended and Restated Credit Agreement, dated as of
March 15, 2010, to the Amended
and Restated Credit Agreement, dated as of August 29, 2008 (1).10.10
    
    Credit Agreement dated as of 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
Bayerische Hypo- Und Vereinsbank AG, as lead arrangers (incorporated by reference to Exhibit
10.2 to our Current Report on Form 8-K filed November 5, 2009).10.11
    
    First Amendment and Waiver to Credit Agreement, dated as of
March 15, 2010, to the Credit
Agreement, dated as of October 30, 2009 (1).10.12
    
    Pledge Agreement, dated as of May 14, 2009, by Trico Marine Operators, Inc. to Wells Fargo
Bank, National Association (incorporated by reference to Exhibit 10.4 to our Current Report on
Form 8-K filed May 19, 2009).10.13
    
    Guaranty, dated as of May 14, 2009, by Trico Marine Assets, Inc., Trico Marine Operators,
Inc. in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit
10.5 to our Current Report on Form 8-K filed May 19, 2009).10.14
    
    Intercreditor Agreement, dated as of May 14, 2009, by and among Trico Marine Services, Inc.,
Trico Marine Assets, Inc., Trico Marine Operators, Inc., Nordea Bank Finland plc, and Wells
Fargo Bank, National Association (incorporated by reference to Exhibit 10.6 to our Current
Report on Form 8-K filed May 19, 2009).
 139




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##### Table of Contents



10.15
    
    Collateral Agency and Intercreditor Agreement dated as of October 30, 2009, among Trico
Shipping AS, the guarantors party thereto, Nordea Bank Finland plc, New York Branch, as the
Working Capital Facility Agent, 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 November 5, 2009).10.16
    
    Form of Exchange Agreements, dated May 11, 2009, by and among Trico Marine Services, Inc.
and the Investors (incorporated by reference to Exhibit 10.1 to our Current Report on Form
8-K/A filed May 19, 2009).10.17
    
    Equity Commitment Agreement dated as of October 30, 2009, among Trico Shipping AS, Trico
Supply AS and Wilmington Trust FSB, as Collateral Agent (incorporated by reference to Exhibit
10.5 to our Current Report on Form 8-K filed November 5, 2009).10.18
    
    Registration Rights Agreement, dated as of March 16, 2005, by and among Trico Marine
Services, Inc. and the Holders named therein (incorporated by reference to Exhibit 4.1 to our
Current Report on Form 8-K filed March 16, 2005).10.19
    
    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 2, 2007).10.20
    
    Registration Rights Agreement, dated May 22, 2008, between Trico Marine Services, Inc. and
West Supply IV AS (incorporated by reference to Exhibit 10.4 to our Current Report on Form
8-K/A filed June 16, 2008).10.21
    
    Exchange and Registration Rights Agreement dated October 30, 2009, by and among Trico
Shipping AS, the guarantors party thereto and Barclays Capital Inc. (incorporated by reference
to Exhibit 10.1 to our Current Report on Form 8-K filed November 5, 2009).10.22
    
    Share Purchase Agreement, dated May 15, 2008, by and among Trico Marine Services, Inc.,
Trico Shipping AS, and West Supply IV AS (incorporated by reference to Exhibit 2.1 to our
Current Report on Form 8-K filed May 16, 2008).10.23
    
    Share Purchase Agreement, entered into on June 13, 2008, by and between DOF ASA, as Seller,
and Trico Shipping AS, as Purchaser (incorporated by reference to Exhibit 2.1 to our Current
Report on Form 8-K filed June 13, 2008).10.24
    
    Purchase Agreement, dated October 16, 2009, by and among Trico Shipping AS, the guarantors
party thereto and Barclays Capital Inc. (incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed October 22, 2009).10.25
    
    Form of Management Share Purchase Agreement, dated May 15, 2008, by and among Trico Marine
Services, Inc., Trico Shipping AS, and certain members of management of DeepOcean
(incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed May 16,
2008).10.26
    
    Construction Contract, by and between Trico Marine Assets, Inc. and Bender Shipbuilding &
Repair Co. Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K
filed September 8, 2006).10.27*
    
    Trico Marine Services, Inc. Amended and Restated 2004 Stock Incentive Plan (incorporated by
reference to Annex A to our Proxy Statement on Schedule 14A filed April 28, 2006).10.28*
    
    Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2
to our Current Report on Form 8-K filed September 7, 2005).10.29*
    
    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).10.30*
    
    Form of Key Employee Option Agreement (incorporated by reference to Exhibit 10.3 to our
Current Report on Form 8-K filed March 16, 2005).10.31*
    
    Form of Executive Option Agreement (incorporated by reference to Exhibit 10.4 to our Current
Report on Form 8-K filed March 16, 2005).
 140




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10.32*
    
    Director Option Agreement for Joseph S. Compofelice (incorporated by reference to Exhibit
10.5 to our Current Report on Form 8-K filed March 16, 2005).10.33*
    
    Retirement Agreement for Non-Executive Chairman (incorporated by reference to Exhibit 10.8
to our Current Report on Form 8-K filed March 16, 2005).10.34*
    
    Amendment No. 1 to Retirement Agreement for Non-Executive Chairman (incorporated by
reference to Exhibit 10.9 to our Current Report on Form 8-K filed March 16, 2005).10.35*
    
    Second Amendment to Retirement Agreement, dated July 23, 2008, by and between Joseph S.
Compofelice and Trico Marine Services Inc. (incorporated by reference to Exhibit 10.2 to our
Quarterly Report on Form 10-Q filed August 8, 2008).10.36*
    
    Third Amendment to Retirement Agreement, dated December 9, 2008, by and between Joseph S.
Compofelice and Trico Marine Services Inc (incorporated by reference to Exhibit 10.38 to our
Annual Report on Form 10-K filed March 12, 2009).10.37*
    
    Amended and Restated Employment Agreement, dated July 23, 2008, by and between Joseph S.
Compofelice and Trico Marine Services, Inc. (incorporated by reference to Exhibit 10.39 to our
Quarterly Report on Form 10-Q filed August 8, 2008).10.38*
    
    First Amendment to Employment Agreement, dated December 9, 2008, amending the Amended and
Restated Employment Agreement between Joseph S. Compofelice and Trico Marine Services, Inc
(incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K filed March 12,
2009).10.39*
    
    Schedule of Director Compensation Arrangements (1).10.40*
    
    Amended and Restated Employment Agreement dated as of December 9, 2008, between Trico Marine
Services, Inc. and Geoff A. Jones (incorporated by reference to Exhibit 10.42 to our Annual
Report on Form 10-K filed March 12, 2009).10.41*
    
    Second Amended and Restated Employment Agreement, dated as of December 9, 2008, by and
between Trico Marine Services, Inc. and Rishi Varma (incorporated by reference to Exhibit
10.43 to our Annual Report on Form 10-K filed March 12, 2009).10.42*
    
    Employment Agreement, effective as of July 5, 2006, by and between Trico Marine Services,
Inc. and Robert V. OConnor (incorporated by reference to Exhibit 10.4 to our Current Report
on Form 8-K filed July 6, 2006).10.43*
    
    Second Amended and Restated Employment Agreement dated as of January 23, 2007, between Trico
Marine Services, Inc. and D. Michael Wallace (incorporated by reference to Exhibit 10.45 to
our Annual Report on Form 10-K filed March 12, 2009).10.44*
    
    Trico Marine Services, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.3
to our Quarterly Report on Form 10-Q filed May 2, 2008).10.45*
    
    Amendment to Trico Marine Services, Inc. Annual Incentive Plan (incorporated by reference to
Exhibit 10.47 to our Annual Report on Form 10-K filed March 12, 2009).10.46*
    
    Trico 2010 Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed February 25, 2010).10.47*
    
    Change of control letter agreement, dated as of January 23, 2007, by and between Trico
Marine Services, Inc. and Tomas Salazar (incorporated by reference to Exhibit 10.27 to our
Annual Report on Form 10-K filed February 25, 2008).10.48*
    
    First Amendment to Change of Control letter agreement, dated as of December 9, 2008, by and
between Trico Marine Services, Inc. and Tomas Salazar (incorporated by reference to Exhibit
10.49 to our Annual Report on Form 10-K filed March 12, 2009).
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##### Table of Contents



10.49*
    
    Amended and Restated Employment Agreement, dated as of December 9, 2008, between Trico
Marine Services, Inc. and Ray Hoover (incorporated by reference to Exhibit 10.50 to our Annual
Report on Form 10-K filed March 12, 2009).10.50*
    
    Form of Indemnification Agreement between Trico Marine Services, Inc., together with a
schedule identifying other substantially identical agreements between the Company and each of
its non-employee directors identified on the schedule and identifying the material differences
between each of those agreements and the filed Indemnification Agreement (1).10.51
    
    Amended and Restated Credit Agreement by and among Trico Shipping AS, Trico Subsea AS, Trico
Supply AS, Trico Subsea Holding AS, Nordea Bank Finland plc, New York branch, Bayerische
Hypo-Und Vereinbank AG and the lenders party thereto (incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K filed October 9, 2009).14.1
    
    Financial Code of Ethics (incorporated by reference to Exhibit 14.1 to our Annual Report on
Form 10-K filed March 15, 2005).21.1
    
    Subsidiaries of Trico Marine Services, Inc (1).31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended (1).31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the
Securities Exchange Act, as amended (1).32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the
Sarbanes- Oxley Act of 2002, 18 U.S.C. § 1350 (1).
 
 *
    
    Management Contract or Compensation Plan or Arrangement.(1)
    
    Filed herewith 142