8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2010

TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-33402	72-1252405
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10001 Woodloch Forest Drive, The Woodlands, Texas	77380
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 203-5700

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2010, Trico Marine Services, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2010, of revenues of $96 million, an operating loss of $18.5 million and adjusted EBITDA of negative $1.1 million, compared to prior quarter revenues of $151 million, an operating loss of $129.9 million and adjusted EBITDA of $3.5 million. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. For additional information regarding adjusted EBITDA as a non-GAAP financial measure, please see footnote 1 on the accompanying adjusted EBITDA Reconciliation table.

This Form 8-K and the accompanying press release include the non-generally accepted accounting principles, or non-GAAP, financial measure of adjusted EBITDA. The press release provides a reconciliation of this non-GAAP financial measure to its most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Our non-GAAP financial measure should not be considered as an alternative to the GAAP measure operating income (loss) or any other GAAP measure of liquidity or financial performance.

In accordance with General Instruction B.2. of Form 8-K, the information presented herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release issued by Trico Marine Services, Inc. dated May 6, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRICO MARINE SERVICES, INC.
By:	/s/ Suzanne B. Kean
	Suzanne B. Kean
	Vice President and General Counsel

 Dated: May 6, 2010

EXHIBIT INDEX

Exhibit
Index	Description
99.1	Press release issued by Trico Marine Services, Inc. dated May 6, 2010

EX-99.1

Exhibit 99.1

PRESS RELEASE
For immediate release

TRICO REPORTS 2010 FIRST QUARTER RESULTS

THE WOODLANDS, TX, May 6, 2010 /GLOBENEWSWIRE/ — Trico Marine Services, Inc. (NASDAQ: TRMA - News) (the “Company” or “Trico”) today announced its financial results for the first quarter of 2010 of revenues of $96 million and adjusted EBITDA of negative $1.1 million, compared to prior quarter revenues of $151 million and adjusted EBITDA of $3.5 million.

Chairman and Chief Executive Officer, Joseph S. Compofelice, commented, “As we have previously indicated, the results of our first quarter reflect the seasonal weakness in our business associated with the winter months especially in the North Sea. Looking ahead to the remainder of 2010, we are encouraged by some positive signs in the markets in which we operate, including increased utilization in our subsea segments and a quarter over quarter increase in our tender book.”

The primary reason for the reduction in revenues was lower utilization in our Subsea Services and Subsea Protection and Trenching divisions, including but not limited to curtailed spending for most of the quarter on one of three vessels by our largest Subsea Services customer. Despite a reduction in revenues by $55 million, proactive management of costs, especially in terms of vessels chartered in at DeepOcean, mitigated over 90% of this decrease.

The Company continued to reduce its exposure to the North Sea spot market Towing and Supply sector with the sale of the Northern Corona in April with proceeds of $16 million which was used to pay down debt.

Market Outlook

We are encouraged by recent market developments in our Subsea Services segments where 80% of the days in the second quarter are currently under contract with opportunities for increased utilization in the remainder of the quarter.

Our backlog is currently over $500 million, of which over $400 million is in our Subsea Services segments, and the tender book in our Subsea Services segments is approximately $2 billion. In addition, the previously announced contract awards below reflect our cautious optimism about the remainder of the year as well as our increased diversification into the offshore renewables market:

• DeepOcean was awarded a long term frame agreement for subsea services with a major oil company involving firm work for three annual campaigns covering structural and pipeline inspection in the UK and Norwegian sectors of the North Sea;

• CTC Marine was awarded its second significant offshore renewable energy contract in the North Sea whereby CTC Marine will load out and install powered cable and then provide the associated survey works, trenching scope, and stabilisation of the cable; and

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• CTC Marine was awarded by Norddeutsche Seekabelwerke GmbH (NSW), an offshore renewable installation, trenching and connection contract of approximately 80 infield array cables on the BARD Offshore 1 Wind Farm Project in the North Sea.

In addition to the awards above, DeepOcean was recently awarded two additional frame agreements for work in multiple years with major energy companies for inspection, maintenance, repair and survey services in the North Sea, with work commencing in 2010 and 2011.

Liquidity Outlook

At the end of the first quarter, the Company had $32 million in cash and $737 million in total debt. As previously disclosed, the Company’s forecasted cash and available credit capacity are not expected to be sufficient to meet its commitments as they come due over the next twelve months and the Company does not expect that it will be able to remain in compliance with its existing debt covenants.

The Company is pursuing measures to improve liquidity and its capital structure and is now in active discussions with various parties regarding potential transactions, including replacing its current US Credit Facility. The Company is also in active discussions regarding modifications to the existing 8.125% debentures, including, but not limited to, deferral of amortization payments. The Company may need to, or as a result of those discussions, may choose to, avail itself of the 30-day grace period with respect to the approximately $8 million interest payment due on May 15, 2010 on its 8.125% debentures. The Company’s use of the grace period would not constitute an event of default under the indenture governing the 8.125% debentures.

Conference Call Information

The Company will conduct a conference call at 8:30 a.m. ET on Friday, May 7, 2010, to discuss the results with analysts, investors and other interested parties. Individuals who wish to participate in the conference call should dial (888) 417-8527, access code 2158474, in the United States or (719) 325-2432, access code 2158474, from outside the country.

A telephonic replay of the conference call will be available until May 20, 2010, starting approximately 1 hour after the completion of the call, and can be accessed by dialing (888) 203-1112 access code 2158474 (international calls should use (719) 457-0820, access code 2158474).

About Trico

Trico Marine is an integrated provider of subsea, trenching and marine support vessels and services. Trico Marine increased its subsea market presence through its acquisition of DeepOcean, a recognized market leader in the provision of high quality subsea services including, IMR, survey and construction support, subsea intervention and decommissioning, marine trenching and the laying and burying of subsea cable. DeepOcean controls a well equipped fleet of vessels and operates a fleet of modern ROVs and trenching equipment. Trico Marine also continues to provide a broad range of marine support services to the oil and gas industry through use of its diversified fleet of vessels including the transportation of drilling materials, supplies and crews to drilling rigs and other offshore facilities; towing drilling rigs and equipment, and support for the construction, installation, repair and maintenance of offshore facilities. Trico Marine is headquartered in The Woodlands, Texas and has a global presence with operations in the North Sea, West Africa, Mexico, Brazil, the Middle East and Southeast Asia.

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For more information about Trico Marine Services, Inc. visit us on the web at www.tricomarine.com.

Certain statements in this press release that are not historical fact may be “forward looking statements.” Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for the Company’s future operations. Actual events may differ materially from those projected in any forward-looking statement. There are a number of important factors involving risks (known and unknown) and uncertainties beyond the control of the Company that could cause actual events to differ materially from those expressed or implied by such forward-looking statements. These risks, by way of example and not in limitation, include the Company’s ability to continue as a going concern; the Company’s ability to continue to make payments when due, and to comply with its obligations under its credit facilities and its other indebtedness; the Company’s objectives, business plans or strategies, and projected or anticipated benefits or other consequences of such plans or strategies; the Company’s ability to obtain adequate financing on a timely basis and on acceptable terms; projections involving revenues, operating results or cash provided from operations, or the Company’s anticipated capital expenditures or other capital projects; overall demand for and pricing of the Company’s vessels; changes in the level of oil and natural gas exploration and development; the Company’s ability to successfully or timely complete its various vessel construction projects; further reductions in capital spending budgets by customers; 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 the Company’s intentions or expectations with respect thereto and the availability of insurance coverage in connection therewith; and the Company’s ability to repatriate cash from foreign operations if and when needed. A further description of risks and uncertainties relating to Trico Marine Services, Inc. and its industry and other factors, which could affect the Company’s results of operations or financial condition, are included in the Company’s Securities and Exchange Commission filings. Trico undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report. These results should be considered preliminary until the Company files its Form 10-Q with the Securities and Exchange Commission.

Contact info:
Geoff Jones
Senior Vice President, Chief Financial and Administrative Officer
(713) 780-9926

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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended
	March 31, 2010			December 31, 2009
Revenues	$	95,714		$	150,794
Operating expenses:
Direct operating expenses		79,154			130,274
General and administrative		18,057			20,853
Depreciation and amortization		17,813			21,590
Impairments and penalities on early termination of contracts		—			122,060
Gain on sales of assets		(864	)		(14,118	)
Total operating expenses		114,160			280,659
Operating loss		(18,446	)		(129,865	)
Equity in net loss of investee		(1,824	)		—
Interest expense, net of amounts capitalized		(22,354	)		(18,974	)
Interest income		929			823
Unrealized gain on mark-to-market of embedded derivative		5,281			18,769
Foreign exchange loss		(19,455	)		(8,659	)
Other income, net		180			751
Loss before income taxes		(55,689	)		(137,155	)
Income tax expense		22,860			22,885
Net loss		(78,549	)		(160,040	)
Less: Net income attributable to the noncontrolling interest		—			(102	)
Net loss attributable to Trico Marine Services, Inc.	$	(78,549	)	$	(160,142	)
Earnings (loss) per common share:
Basic	$	(3.80	)	$	(7.77	)
Diluted	$	(3.80	)	$	(7.77	)
Weighted average shares outstanding:
Basic		20,691			20,613
Diluted		20,691			20,613
Balance Sheet Data:	March 31, 2010			December 31, 2009
Cash and cash equivalents	$	31,965		$	52,981
Total assets		1,013,628			1,076,259
Total short-term debt		61,543			52,585
Total long-term debt (including derivative liability)		676,115			687,315
Total liabilities		985,940			963,931
Total equity		27,688			112,328

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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
Consolidating Statements of Income
(Unaudited)
(In thousands)

	Three Months Ended March 31, 2010
							Subsea
	Towing and						Trenching and			Corporate &
	Supply			Subsea Services			Protection			Eliminations			Total
Revenues	$	20,550		$	56,663		$	21,795		$	(3,294	)	$	95,714
Operating expenses:
Direct operating expenses		13,736			49,050			19,662			(3,294	)		79,154
General and administrative		3,490			4,744			3,016			6,807			18,057
Depreciation and amortization		3,345			9,755			4,414			299			17,813
Gain on sales of assets		(740	)		(124	)		—			—			(864	)
Total operating expenses		19,831			63,425			27,092			3,812			114,160
Operating income (loss)	$	719		$	(6,762	)	$	(5,297	)	$	(7,106	)	$	(18,446	)
Adjusted EBITDA	$	3,324		$	2,869		$	(883	)	$	(6,396	)	$	(1,086	)

	Three Months Ended December 31, 2009
							Subsea
	Towing and						Trenching and			Corporate &
	Supply			Subsea Services			Protection			Eliminations			Total
Revenues	$	27,757		$	70,982		$	59,252		$	(7,197	)	$	150,794
Operating expenses:
Direct operating expenses		18,608			65,311			53,551			(7,196	)		130,274
General and administrative		5,462			5,020			4,589			5,782			20,853
Depreciation and amortization		5,713			10,814			4,839			224			21,590
Impairments and penalities on early termination of contracts		1,222			118,838			2,000			—			122,060
Gain on sales of assets		(14,105	)		—			(13	)		—			(14,118	)
Total operating expenses		16,900			199,983			64,966			(1,190	)		280,659
Operating income (loss)	$	10,857		$	(129,001	)	$	(5,714	)	$	(6,007	)	$	(129,865	)
Adjusted EBITDA	$	3,775		$	651		$	4,512		$	(5,468	)	$	3,470

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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
Vessel Metrics
(Dollars in thousands, except utilization and number of vessel amounts)

	Three Months Ended
	March 31, 2010			December 31, 2009			September 30, 2009
Average Day Rates:
Towing and Supply
North Sea Class (1)	$	14,298		$	16,489		$	17,796
OSVs (2)		8,966			6,553			6,167
Utilization:
Subsea Services
MSVs (3)		71	%		69	%		91	%
SPSVs/MPSVs (4)		59	%		80	%		71	%
Subsea Trenching and Protection		51	%		83	%		97	%
Towing and Supply
North Sea Class		94	%		81	%		83	%
OSVs		63	%		75	%		61	%
Average Number of Vessels:
Subsea Services
MSVs		8.0			9.7			10.0
SPSVs/MPSVs		6.0			7.0			7.5
Subsea Trenching and Protection		4.0			4.1			4.4
Towing and Supply
North Sea Class		6.0			10.1			12.0
OSVs		17.0			23.5			33.0

(1)	Anchor handling, towing and supply vessels and platform supply vessels
(2)	Offshore supply vessels
(3)	Multi-purpose service vessels
(4)	Subsea platform supply vessels/Multi-purpose platform supply vessels

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TRICO MARINE SERVICES, INC. AND SUBSIDIARIES
Adjusted EBITDA Reconciliation
(Unaudited)
(In thousands)

	Three Months Ended
	March 31,			December 31,
	2010			2009
Adjusted EBITDA (1)	$	(1,086	)	$	3,470
Depreciation and amortization		(17,813	)		(21,591	)
Impairments and penalties on early termination of contracts		—			(122,060	)
Gain on sale of assets		864			14,118
Stock-based compensation		(411	)		(314	)
Provision for doubtful accounts		—			(3,488	)
Operating loss	$	(18,446	)	$	(129,865	)

⁽¹⁾ Non-GAAP Financial Measure

The Company discloses and discusses adjusted EBITDA as a non-GAAP Financial measure in its public releases, including quarterly earnings releases, investor conference calls, and other filings with the Commission. The Company defines adjusted EBITDA as operating loss before depreciation and amortization, impairments and penalties on early termination of contracts, gain on sale of assets, stock-based compensation and provision for doubtful accounts in respect of revenues earned in prior periods. In the fourth quarter of 2009, $2.2 million was provided in respect of revenues earned in prior periods. The Company’s measure of adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. Other companies may calculate adjusted EBITDA differently than the Company, which may limit its usefulness as a comparative measure.

Adjusted EBITDA is a financial metric used by management (i) to monitor and evaluate the performance of Trico’s business operations, (ii) to facilitate management’s internal comparison of the Company’s historical operating performance of its business operations, (iii) to facilitate management’s external comparisons of the results of its overall business to the historical operating performance of its competitors, (iv) to analyze and evaluate financial and strategic planning decisions regarding future operating investments and acquisitions, which may be more easily evaluated in terms of adjusted EBITDA, (v) as a key metric in the calculation of awards under the Incentive Bonus Plan and (vi) to plan and evaluate future operating budgets and determine appropriate levels of operating investments.

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