UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

GULFMARK OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

10111 Richmond Avenue, Suite 340, Houston, Texas		77042
(Address of principal executive offices)		(Zip Code)

(713) 963-9522
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES þ      NO o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES o      NO þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o      NO þ

     Number of shares of Common Stock, $0.01 Par Value, outstanding as of April 28, 2009: 25,829,275.

(Exhibit Index Located on Page 24)

 

 

GulfMark Offshore, Inc.
Index

		Page
		Number
Part I. Financial Information
Item 1 Financial Statements			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statement of Stockholders’ Equity			5
Condensed Consolidated Statements of Cash Flows			6
Notes to the Condensed Consolidated Financial Statements			7
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3 Quantitative and Qualitative Disclosures About Market Risk			22
Item 4 Controls and Procedures			22
Part II. Other Information
Item 6 Exhibits			23
Signatures			23
Exhibit Index			24
EX-10.1
EX-10.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GULFMARK OFFSHORE, INC. AND SUBSIDIARIES

		March 31,				December 31,
		2009				2008
		(In thousands, except par value amount)
ASSETS
Current assets:
Cash and cash equivalents		$	116,410			$	100,761
Trade accounts receivable, net allowance for doubtful accounts of $778 in 2009 and $408 in 2008			99,539				101,434
Other accounts receivable			7,163				3,467
Prepaid expenses and other current assets			14,348				7,236
Total current assets			237,460				212,898
Vessels and equipment at cost, net of accumulated depreciation of $187,202 in 2009 and $182,283 in 2008			1,057,366				1,035,436
Construction in progress			73,652				134,077
Goodwill			124,913				123,981
Fair value hedges			10,620				7,801
Intangibles, net of accumulated amortization of $2,162 in 2009 and $1,442 in 2008			32,635				33,156
Deferred costs and other assets			8,938				9,618
Total assets		$	1,545,584			$	1,556,967
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt		$	18,970			$	18,970
Accounts payable			17,102				15,085
Income taxes payable			4,839				3,037
Accrued personnel costs			18,576				22,341
Accrued interest expense			3,222				6,422
Accrued professional fees			1,175				1,090
Other accrued liabilities			5,166				7,947
Total current liabilities			69,050				74,892
Long-term debt			458,215				462,941
Long-term income taxes:
Deferred tax liabilities			99,941				116,172
Income tax liabilities — FIN 48			11,692				11,445
Other income taxes payable			10,490				16,468
Fair value hedges			10,620				7,801
Cash flow hedges			7,282				7,982
Other liabilities			4,313				4,423
Stockholders’ equity:
Preferred stock, no par value; 2,000 authorized; no shares issued			—				—
Common stock, $0.01 par value; 30,000 shares authorized; 25,679 and 25,355 shares issued and outstanding, respectively			253				250
Additional paid-in capital			354,697				352,843
Retained earnings			534,851				520,630
Accumulated other comprehensive income (loss)			(15,497	)			(17,157	)
Treasury stock, at cost			(6,263	)			(6,852	)
Deferred compensation expense			5,940				5,129
Total stockholders’ equity			873,981				854,843
Total liabilities and stockholders’ equity		$	1,545,584			$	1,556,967

The accompanying notes are an integral part of these condensed consolidated financial statements.

GULFMARK OFFSHORE, INC. AND SUBSIDIARIES

		Three Months Ended
		March 31,
		2009				2008
		(In thousands except per share amounts)
Revenue		$	108,795			$	83,348
Costs and expenses:
Direct operating expenses			40,482				27,698
Drydock expense			2,238				3,692
General and administrative expenses			10,540				8,777
Depreciation and amortization			12,370				8,748
Gain on sale and involuntary disposal of assets			(4,632	)			(3	)
Impairment charge			46,247				—
Total costs and expenses			107,245				48,912
Operating income			1,550				34,436
Other income (expense):
Interest expense			(5,137	)			(1,182	)
Interest income			60				296
Foreign currency loss and other			(2,206	)			(150	)
Total other expense			(7,283	)			(1,036	)
Income (loss) before income taxes			(5,733	)			33,400
Income tax (provision) benefit			19,954				(1,136	)
Net income		$	14,221			$	32,264
Earnings per share:
Basic		$	0.57			$	1.43
Diluted		$	0.56			$	1.40
Weighted average shares outstanding:
Basic			24,978				22,543
Diluted			25,190				23,116

The accompanying notes are an integral part of these condensed consolidated financial statements.

GULFMARK OFFSHORE, INC. AND SUBSIDIARIES

																										Deferred
						Additional								Accumulated Other												Compen-				Total
		Common				Paid-In				Retained				Comprehensive												sation				Stockholders’
		Stock				Capital				Earnings				Income/(Loss)				Treasury Stock								Expense				Equity
																		Shares				Share Value
		(In thousands)
Balance at December 31, 2008		$	250			$	352,843			$	520,630				($17,157	)			211				($6,852	)		$	5,129			$	854,843
Net income			—				—				14,221				—				—				—				—				14,221
Issuance of common stock			1				2,489				—				—				—				—				—				2,490
Exercise of stock options			2				524				—				—				—				—				—				526
Deferred compensation plan			—				(1,159	)			—				—				25				589				811				241
Unrealized Gain on cash flow hedges			—				—				—				700				—				—				—				700
Translation adjustment			—				—				—				960				—				—				—				960
Balance at March 31, 2009		$	253			$	354,697			$	534,851				($15,497	)			236				($6,263	)		$	5,940			$	873,981

The accompanying notes are an integral part of these condensed consolidated financial statements.

GULFMARK OFFSHORE, INC. AND SUBSIDIARIES

		Three Months Ended
		March 31,
		2009				2008
		(In thousands)
Cash flows from operating activities:
Net income		$	14,221			$	32,264
Adjustments to reconcile net income from operations to net cash provided by operations:
Depreciation and amortization			12,370				8,748
Gain on sale of assets			(4,632	)			(3	)
Impairment charge on assets under construction			46,247				—
Amortization of stock based compensation			1,660				1,328
Amortization of deferred financing costs on debt			176				176
Adjustment for doubtful accounts receivable, net of write-offs			390				44
Deferred income tax expense (benefit)			(16,021	)			397
Foreign currency transaction (gain) loss			3,272				(223	)
Change in operating assets and liabilities:
Accounts receivable			(2,901	)			(7,610	)
Prepaids and other			(7,134	)			(5,615	)
Accounts payable			2,023				(441	)
Accrued liabilities and other			(6,065	)			(6,063	)
Norwegian income tax payable			(6,556	)			—
Net cash provided by operating activities			37,050				23,002
Cash flows from investing activities:
Purchases of vessels and equipment			(22,360	)			(47,758	)
Proceeds from disposition of vessels and equipment			5,114				10
Net cash used in investing activities			(17,246	)			(47,748	)
Cash flows from financing activities:
Proceeds from debt			—				12,000
Repayments of debt			(4,742	)			(12,000	)
Proceeds from exercise of stock options			524				163
Proceeds from issuance of stock			283				165
Net cash provided by (used in) financing activities			(3,935	)			328
Effect of exchange rate changes on cash			(220	)			542
Net increase (decrease) in cash and cash equivalents			15,649				(23,876	)
Cash and cash equivalents at beginning of the period			100,761				40,119
Cash and cash equivalents at end of period		$	116,410			$	16,243
Supplemental cash flow information:
Interest paid, net of interest capitalized		$	8,044			$	4,003
Income taxes paid, net		$	655			$	1,426

The accompanying notes are an integral part of these condensed consolidated financial statements.

GULFMARK OFFSHORE, INC. AND SUBSIDIARIES

(1) GENERAL INFORMATION

     The condensed consolidated financial statements of GulfMark Offshore, Inc. and its subsidiaries included herein have been prepared by us without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. Unless otherwise indicated, references to “we”, “us”, “our” and the “Company” refer collectively to GulfMark Offshore, Inc. and its subsidiaries. Certain information relating to our organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, has been condensed or omitted in this Form 10-Q pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to make the information presented not misleading. The consolidated balance sheet as of December 31, 2008, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. It is recommended that these financial statements be read in conjunction with our consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2008.

     In the opinion of management, all adjustments, which include reclassification and normal recurring adjustments necessary to present fairly the financial statements for the periods indicated have been made. All significant intercompany accounts have been eliminated. Certain reclassifications of previously reported information may be made to conform with current year presentation.

     We provide offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. Our vessels transport materials, supplies and personnel to offshore facilities, as well as move and position drilling structures. The majority of our operations are conducted in the North Sea, offshore Southeast Asia and the Americas. We also contract vessels into other regions to meet our customers’ requirements.

     Basic Earnings Per Share, or EPS, is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed using the treasury stock method for common stock equivalents. The details of our EPS calculation are as follows (in thousands except per share amounts):

		Three Months Ended												Three Months Ended
		March 31, 2009												March 31, 2008
										Per Share												Per Share
		Income				Shares				Amount				Income				Shares				Amount
Earnings per share, basic		$	14,221				24,978			$	0.57			$	32,264				22,543			$	1.43
Dilutive effect of common stock options and unvested restricted stock			—				212				(0.01	)			—				573				(0.03	)
Earnings per share, diluted		$	14,221				25,190			$	0.56			$	32,264				23,116			$	1.40

(2) COMPREHENSIVE INCOME

     The components of comprehensive income, net of related tax are as follows:

		Three Months Ended
		March 31,
		2009				2008
		(In thousands)
Net income		$	14,221			$	32,264
Comprehensive income:
Unrealized gain on cash flow hedge			700				—
Foreign currency translation			960				10,382
Total comprehensive income		$	15,881			$	42,646

     Our accumulated other comprehensive income item relates primarily to our cumulative foreign currency translation adjustments, and adjustments related to the cash flow hedges.

(3) IMPAIRMENT CHARGE

     In March 2009 we notified a shipyard, building three of the vessels in our new build program, that they were in default under the construction contract. The default arose as a result of non performance under the terms of the contract caused by financial difficulties of the shipyard. Construction on these vessels has stopped and we are evaluating our remedies under the contract and under applicable law. In April 2009, we concluded that we had a material impairment and recognized a charge of $46.2 million in the first quarter pertaining to the construction in progress related to this contract. That charge represented the full amount of our investment in these vessels.

(4) RIGDON ACQUISITION

     On July 1, 2008, under the terms of a Membership Interest and Stock Purchase Agreement, we acquired 100% of the membership interests of Rigdon Marine Holdings, L.L.C. (“Rigdon Holdings”) and all the shares of common stock of Rigdon Marine Corporation (“Rigdon Marine”, together with Rigdon Holdings, “Rigdon”) not owned by Rigdon Holdings for consideration of $554.7 million, consisting of $152.6 million in cash and approximately 2.1 million shares of GulfMark Offshore, Inc. common stock valued at $133.2 million, plus the assumption of $268.9 million in debt (the “Rigdon Acquisition”). We financed the cash portion of the consideration with cash on hand and borrowing of $140.9 million under our current $175 million revolver, which borrowing took place during the second quarter of 2008. In conjunction with the Rigdon Acquisition, we assumed and immediately repaid the outstanding balance of $32.8 million on a construction loan facility maintained by Rigdon Holdings. At July 1, 2008, Rigdon operated a fleet of 22 technologically advanced offshore supply vessels primarily in the domestic Gulf of Mexico, with six additional vessels under construction to be delivered by the third quarter of 2009, five of which have been delivered.

     As of July 1, 2008, the purchase price was allocated to the acquired company based on the fair values as follows (in thousands):

Consideration:
Cash		$	150,000
Purchase Price adjustments			2,621
Common stock			133,151
Net consideration			285,772
Debt assumed			268,935
Purchase Price		$	554,707

Net book value of acquisition		$	57,139
Elimination of minority interest			7,661
Vessels step-up to fair market value			172,201
Construction in progress step-up for fair market value			10,500
Intangibles step-up to fair market value			34,598
Deferred income taxes			(83,138	)
Pre-acquisition goodwill			(7,200	)
Restructuring liabilities			(1,970	)
Goodwill			97,202
Adjustment to book value			(1,221	)
		$	285,772

     The purchase price allocation of the Rigdon Acquisition has been recorded at fair value at the completion of the acquisition, with the excess of the purchase price over the sum of these fair values recorded as goodwill. The amounts reflected in the table below are based on fair market values (in thousands).

Depreciable vessels and equipment		$	441,415
Construction in progress			46,982
Customer relationships			34,598

     The proforma effect of the acquisition and the associated financing on the historical results for the three month periods ending March 31, 2009 and 2008 is presented in the following table (in thousands, except earnings per share).

		Three Months Ended
		March 31,
		2009				2009(1)				2008
Revenue		$	108,795			$	108,795			$	108,930
Operating income			391				46,638				43,749
Net income			13,131				36,886				34,085
Basic earnings per share		$	0.53			$	1.48			$	1.51

     With operations in the U.S. Gulf of Mexico, we are subject to the Merchant Marine Act of 1920, (as amended, the “Jones Act”), which requires that vessels carrying cargo between U.S. ports, which is known as coastwise trade, be documented under the laws of the United States and controlled by U.S. citizens.

(5) FLEET EXPANSION AND RENEWAL PROGRAM

     During the first quarter we took delivery of two of the 12 vessels that were under construction at December 31, 2008. In addition, we sold the Highland Sprite in March 2009 for approximately $5.1 million and realized a gain on the sale of approximately $3.2 million. In late February 2009, one of our vessels in Southeast Asia, the Sea Searcher was damaged in a ship fire. The company’s insurance underwriters deemed the vessel a constructive total loss and a gain on the involuntary conversion of approximately $1.4 million was recognized in the first quarter related to this event. The following table illustrates the details of the vessels added and disposed of since December 31, 2008.

Vessel Additions Since December 31, 2008

Year

Length

Month

Vessel

Region

Type

Built

(feet)

BHP

DWT

Delivered

Swordfish

Americas

Crew

2009

176

7,200

314

Feb-09

Sea Cherokee

SEA

AHTS

2009

250

10,700

2,700

Mar-09

Blacktip

Americas

FSV

2009

181

7,200

543

Apr-09

Vessels Disposed of Since December 31, 2008

Year

Length

Month

Vessel

Region

Type

Built

(feet)

BHP

DWT

Disposed

Highland Sprite

N.Sea

SpV

1986

194

3,590

1,442

Mar-09

Sea Searcher

SEA

SmAHTS

1976

185

3,850

1,215

Mar-09

     The following table updates our new build program for the delivery of the three vessels noted above and the elimination of the three vessels under construction involved in the impairment mentioned in Note 3.

Vessels Currently Under Construction
						Expected				Length												Expected
Vessel		Region		Type		Delivery				(feet)				BHP				DWT				Cost
																						(millions)
Aker 726		N. Sea		PSV			Q4 2009				284				10,600				4,850			$	45.4
Aker 727		N. Sea		PSV			Q2 2010				284				10,600				4,850			$	45.4
Sea Comanche		SEA		AHTS			Q2 2009				250				10,700				2,700			$	24.4
Tiger		Americas		FSV			Q2 2009				181				7,200				543				9.2	(1)
Remontowa 20				AHTS			Q2 2010				230				10,000				2,150			$	26.9
Remontowa 21				AHTS			Q3 2010				230				10,000				2,150			$	26.9

     Interest is capitalized in connection with the construction of vessels. During the three month period ended March 31, 2009 and 2008, $1.3 million and $2.3 million, respectively, were capitalized.

(6) FAIR VALUE MEASUREMENTS

     In the first quarter of 2008, we adopted SFAS Statement No. 157 Fair Value Measurements. It established a framework for measuring fair value and expanded disclosures about fair value measurements. The adoption of SFAS 157 had no impact on our financial position or results of operations.

     SFAS 157 applies to all assets and liabilities that are measured and reported on a fair value basis. This enables the reader to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that each asset and liability carried at fair value be classified into one of the following categories:

Level 1:		Quoted market prices in active markets for identical assets or liabilities

Level 2:		Observable market based inputs or unobservable inputs that are corroborated by market data

Level 3:		Unobservable inputs that are not corroborated by market data

Financial Instruments

Strategy and Risk — When applicable we may use derivative financial instruments in limited instances for other than trading purposes to assist in managing our overall exposure to fluctuations in interest rates and foreign currency. By policy we do not use derivative financial instruments for speculative purposes. Derivative financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and through out the hedged period. We formally document the nature and relationships between the hedging instruments and hedged items at inception, as well as our risk-management objectives, strategies for undertaking the various hedge transactions and method of assessing hedge effectiveness. Changes in the fair market value of derivative financial instruments that do not qualify for hedge accounting are charged to earnings.

Market and Credit Risk — We address market risk related to derivative financial instruments by selecting instruments with value fluctuations that correlate with the underlying hedged item. We manage credit risk related to derivative financial instruments, which is minimal, by requiring high credit standards for counterparties and periodic settlements. At March 31, 2009, we were not required to provide collateral, nor had we received collateral, related to our hedging activities.

Fair Value Hedges for Purchase Commitment — We maintain fair value hedges associated with firm contractual commitments for future vessel payments denominated in a foreign currency. These forward contracts are designated as fair value hedges and are highly effective, as the terms of the forward contracts are the same as the purchase commitment under the new build contract. As prescribed by FAS 157, we recognize the fair value of our derivative assets as a Level 2 valuation. We determined the fair value of our financial instrument position based upon the forward contract price and the foreign currency exchange rate as of March 31, 2009. At March 31, 2009, the fair value of our derivates was approximately $10.6 million.

Interest Rate Cash Flow Hedges — We have interest rate swap agreements for a portion of the Senior Facility indebtedness that has the effect of fixing the interest rate at 4.725% on approximately $95.1 million of the Senior Facility. The interest rate swaps are accounted for as cash flow hedges. As prescribed by SFAS 157, we recognize the fair value of our derivative assets as a Level 2 valuation. We determined the fair value of our derivative financial instrument position based upon a series of calculations that include present value calculations, involving our principal amount and estimated future LIBOR rates. We report changes in the fair value of cash flow hedges in accumulated other comprehensive income and as of March 31, 2009, $5.4 million has been recorded.

(7) INCOME TAXES

     We consider earnings of certain foreign subsidiaries to be permanently reinvested, and as such, we have not provided for any U.S. federal or state income taxes on these earnings except for a portion of our current year foreign earnings that have been or may be distributed in 2009 and are taxable in the U.S. Our overall tax provision is affected by the mix of our operations within various taxing jurisdictions; accordingly, there is limited correlation between income before income taxes and the income tax provision or benefit. Our North Sea operations based in the U.K. and Norway have a special tax incentive for qualified shipping operations known as a tonnage tax. These tonnage tax regimes provide for a tax based on the net tonnage weight of a qualified vessel, resulting in significantly lower taxes than those that would apply if we were not a qualified shipping company in those jurisdictions. Further, most of our Southeast Asia region vessels are owned by our Singapore subsidiary, which has an exemption through December 2017 (with additional extensions available) for vessel profits. During the three months ended March 31, 2009, our income was derived principally from lower tax jurisdictions.

     In January 2009, the Norwegian tax authority announced a change to existing tonnage tax regime regarding environmental fund regulations under which a fifteen year payment period has been abolished with no mandatory time limit on repayment of the environmental liability. The abolishment of the payment period time limit eliminates a previously recorded tax liability, which now results in our recording a $6.5 million discrete tax benefit in our tax provision for the quarter ended March 31, 2009.

     Additionally, the recording of the previously discussed impairment charge to construction in progress related to the contract default by a shipyard generated a $17.0 million discrete tax benefit in our first quarter 2009 tax provision.

     Our operations in Mexico are subject to a revenue based Flat Tax, or IETU, which generally functions as an alternative minimum corporate tax payable to the extent that the new revenue based tax exceeds the current income tax liability. We have determined that the IETU is our Mexican current tax liability and it is more likely than not we will not realize any economic benefit from the future utilization of our Mexican tax loss carryforwards and, accordingly, we provide a net valuation allowance related to such carryforwards.

     Our income tax provision, including discrete tax items, for the first quarter of 2009 was a benefit of $20 million. Excluding first quarter 2009 discrete income taxes our income tax

provision was $2.5 million, or a 6.3% effective tax rate, compared to $1.1 million, or a 3.4% effective rate for the first quarter of 2008. Our effective tax rate, excluding discrete income taxes, in the 2009 period reflects increased pre-tax profits in our higher tax rate jurisdictions.

(8) COMMITMENTS AND CONTINGENCIES

     We have contingent liabilities and future claims for which we have made estimates of the amount of the eventual cost to liquidate such liabilities or claims. These may involve threatened or actual litigation where damages have not been specifically quantified but we have made an assessment of our exposure and recorded a provision in our accounts for the expected loss. Other claims or liabilities, including those related to taxes in foreign jurisdictions or the industry-wide, multi-employer, defined benefit pension fund, Merchant Officers Pension Fund in the U.K., may be estimated based on our experience or estimated liabilities in these matters and, where appropriate, the advice of outside counsel or other outside experts. In March 2009, we made an accrual related to the Merchant Officers Pension Fund of approximately $0.4 million based on the latest information provided to us from the fund trustees. Upon the ultimate resolution of the uncertainties surrounding our estimates of contingent liabilities and future claims, our future reported financial results would be impacted by the difference between our estimates and the actual amounts paid to settle them. In addition to estimates related to litigation and tax liabilities, other examples of liabilities requiring estimates of future exposure include contingencies arising out of acquisitions and divestitures. Our contingent liabilities are based on the most recent information available to us regarding the nature of the exposure. Such exposures change from period to period based upon updated relevant facts and circumstances, which can cause the estimate to change. In the recent past, our estimates for contingent liabilities have been sufficient to cover the actual amount of our exposure.

(9) NEW ACCOUNTING PRONOUNCEMENTS

     In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 expands the use of fair value accounting but does not affect existing standards that require assets or liabilities to be carried at fair value. Under SFAS No. 159, a company may elect to use fair value to measure accounts and loans receivable, equity method investments, accounts payable, guarantees and issued debt. Other eligible items include firm commitments for financial instruments that otherwise would not be recognized at inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to provide the warranty goods or services. If the use of fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred (e.g., debt issue costs). The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS No. 159, changes in fair value are recognized in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We adopted SFAS No. 159 as of January 1, 2009. Upon adoption, we did not elect the fair value option for any of our eligible financial instruments, and as such, the adoption SFAS did not have a material effect on our consolidated financial statements.

     In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (Revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R

changes how a reporting enterprise accounts for the acquisition of a business. SFAS No. 141R requires an acquiring entity to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with limited exceptions, and applies to a wider range of transactions or events. SFAS No. 141R is effective for fiscal years beginning on or after December 15, 2008 and early adoption and retrospective application is prohibited.   We do not expect the adoption of SFAS 141R will have any material effect on our consolidated financial statements.

     In April 2009 the FASB issued FASB Staff Position No. (FSP) FAS 157-4 “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. This FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, “Fair Value Measurements”, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. The standard is effective for periods ending after June 15, 2009. We are evaluating the impact, if any, this standard will have on our financial statements.

     In April 2009 the FASB issued FASB Staff Position No. (FSP) FAS 115-2, FAS 124-2, and EITF 99-20-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, or FSP FAS 115-2, FAS 124-2, and it provides additional guidance to provide greater clarity about the credit and noncredit component of an other-than-temporary impairment event and to more effectively communicate when an other-than-temporary impairment event has occurred. This FSP applies to debt securities. These standards are effective for periods ending after June 15, 2009. We are evaluating the impact, if any, these standards will have on our financial statements.

     In April 2009 the FASB issued FASB Staff Position No. (FSP) FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”, or FSP FAS 107-1 and APB 28-1. FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. This FSP also amends APB Opinion No. 28, “Interim Financial Reporting”, to require those disclosures in all interim financial statements. These standards are effective for periods ending after June 15, 2009. We are evaluating the impact, if any, these standards will have on our financial statements.

(10) OPERATING SEGMENT INFORMATION

     We operate three segments: the North Sea, Southeast Asia and the Americas, each of which is considered a reportable segment under SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”. Our management evaluates segment performance primarily based on operating income. Cash and debt are managed centrally. Because the regions do not manage those items, the gains and losses on foreign currency remeasurements associated with these items are excluded from operating income. Our management considers segment operating income to be a good indicator of each segment’s operating performance from its continuing operations, as it represents the results of the ownership interest in operations without regard to financing methods or capital structures. Each operating segment’s operating income (loss) is summarized in the following table, and detailed discussions below.

Operating Income (Loss) by Operating Segment

		North				Southeast
		Sea				Asia				Americas				Other				Total
		(In thousands)
Quarter Ended March 31, 2009
Revenue		$	43,911			$	17,669			$	47,215			$	—			$	108,795
Direct operating expenses			19,457				1,998				19,027				—				40,482
Drydock expense			1,660				560				18				—				2,238
General and administrative			2,492				833				2,109				5,106				10,540
Depreciation expense			4,006				1,559				6,619				186				12,370
Gain on sale of assets			(3,189	)			(1,438	)			(5	)			—				(4,632	)
Impairment charge			—				—				46,247				—				46,247
Operating income (loss)		$	19,485			$	14,157				($26,800	)			($5,292	)		$	1,550
Quarter Ended March 31, 2008
Revenue		$	60,508			$	16,228			$	6,612			$	—			$	83,348
Direct operating expenses			22,163				2,377				3,158				—				27,698
Drydock expense			2,529				960				203				—				3,692
General and administrative			2,823				406				451				5,097				8,777
Depreciation expense			6,499				1,356				770				123				8,748
Gain on sale of assets			(3	)			—				—				—				(3	)
Operating income (loss)		$	26,497			$	11,129			$	2,030				($5,220	)		$	34,436

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     We provide offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. Our vessels transport drilling materials, supplies and personnel to offshore facilities, as well as move and position drilling structures. The North Sea, offshore Southeast Asia, offshore West Africa, offshore Middle East, offshore Brazil and the Gulf of Mexico are each major markets that employ a large number of vessels. Vessel usage is also significant in other international markets, including offshore India, offshore Australia, offshore Trinidad, the Persian Gulf and the Mediterranean Sea. The industry is relatively fragmented, with more than 20 major participants and numerous small regional competitors. We currently operate a fleet of 95 offshore support vessels in the following regions: 42 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 40 vessels in the Americas. Our fleet is one of the world’s youngest, largest and most geographically balanced, high specification offshore support vessel fleets and our owned vessels (excluding specialty vessels) have an average age of approximately eight years.

     Our results of operations are directly impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production. This activity is in turn influenced by trends in oil and natural gas prices. Oil and natural gas prices are affected by a host of geopolitical and economic forces, including the fundamental principles of supply and demand. Over the last few years commodity prices have been at record highs, resulting in oil and natural gas companies increasing exploration and development activities. However, as a result of the world economic crisis, commodity prices have declined and we have experienced a reduction in the level of activity.

     The operations of our fleet may be subject to seasonal factors. Operations in the North Sea are often at their highest levels during the summer months, from April to August, and at their

lowest levels during the winter, from November to February. Operations in our other areas, although involving some seasonal factors, tend to remain more consistent throughout the year. We have historically, to the extent possible, accomplished the majority of our regulatory drydocks during these seasonal decreases in demand in order to minimize downtime during our traditionally peak demand periods. When a vessel is drydocked, we incur not only the drydocking cost but also the loss of revenue from the vessel during the drydock period. The demands of the market, the expiration of existing contracts, the start of new contracts and the availability allowed by our customers have and will continue to influence the timing of drydocks throughout the year. During the first quarter of 2009, we completed 85 drydock days, compared to 95 drydock days completed in the same quarter last year.

     We provide management services to other vessel owners for a fee. We do not include charter revenues and vessel expenses of these vessels in our operating results but rather include management fees in operating revenues. These vessels have been excluded for purposes of calculating fleet rates per day worked and utilization in the applicable periods.

     Our operating costs are primarily a function of fleet configuration. The most significant direct operating costs are wages paid to vessel crews, maintenance and repairs, and marine insurance. Generally, fluctuations in vessel utilization have little effect on direct operating costs in the short term. As a result, direct operating costs as a percentage of revenues may vary substantially due to changes in day rates and utilization.

     In addition to direct operating costs, we incur fixed charges related to the depreciation of our fleet and costs for routine drydock inspections, which are maintenance and repairs designed to ensure compliance with applicable regulations and maintaining certifications for our vessels with various international classification societies.

Critical Accounting Policies

     There have been no changes to the critical accounting policies used in our reporting of results of operations and financial position. For a discussion of our critical accounting policies see Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2008.

Results of Operations

     The table below sets forth, by region, the average day rates and utilization for our vessels and the average number of vessels owned or chartered during the periods indicated. This fleet generates substantially all of our revenues and operating profit. We use the information that follows to evaluate the performance of our business.

		Three Months Ended
		March 31,
		2009				2008
Revenues by Region (000’s) (a):
North Sea Based Fleet (c)		$	43,911			$	60,508
Southeast Asia Based Fleet			17,669				16,228
Americas Based Fleet			47,215				6,612
Rates Per Day Worked (a) (b):
North Sea Based Fleet (c)		$	21,073			$	24,974
Southeast Asia Based Fleet			20,699				14,335
Americas Based Fleet			17,302				13,062
Overall Utilization (a) (b):
North Sea Based Fleet			84.5	%			92.4	%
Southeast Asia Based Fleet			87.2	%			96.8	%
Americas Based Fleet			92.9	%			88.0	%
Average Owned/Chartered Vessels (a) (d):
North Sea Based Fleet (c)			25.9				28.3
Southeast Asia Based Fleet			11.2				13.0
Americas Based Fleet			33.2				6.3
Total			70.3				47.6

		Three Months Ended
		March 31,
		2009				2008
		1 US$ =
GBP			0.696				0.505
NOK			6.858				5.317
Euro			0.766				0.667

Comparison of the Three Months Ended March 31, 2009 with the Three Months Ended March 31, 2008

     For the quarter ended March 31, 2009, we had net income of $14.2 million, or $0.56 per diluted share, on revenues of $108.8 million. In comparison, for the same period in 2008, net income was $32.3 million, or $1.40 per diluted share on revenues of $83.3 million.

     Our revenues for the quarter ended March 31, 2009, increased $25.4 million, or 31%, compared to the first quarter of 2008. The increase in revenue was due mainly to the $36.3 million contribution related to the effect of the Rigdon Acquisition that occurred July 1, 2008. The increase in capacity excluding the effect of the Rigdon Acquisition also contributed $2.4 million to the increase in revenue. In 2008, the company sold five of its older vessels, the North Fortune, North Crusader, Sem Valiant, Sea Diligent, and Sea Eagle. The sales were offset by the additions of the Sea Kiowa, Sea Choctaw, Sea Cherokee and Sea Apache. Offsetting the increase was the combination of the strengthening of the U.S. Dollar against both the GBP and NOK and the overall decrease in day rates from $20,441 in the first quarter of 2008 to $19,151 in the current year quarter, which negatively impacted revenue by $9.3 million. In addition, overall utilization excluding the acquired Rigdon vessels decreased from 93.0% in the first quarter of 2008 to 87.7% in the current year quarter, which decreased revenue by $4.0 million.

     Operating income decreased $32.9 million from the first quarter of 2008 largely due to the $46.2 million impairment charge resulting from a shipyard defaulting on the construction of three vessels. Construction of the vessels is no longer in progress. Operating income excluding the charge would have been $47.8 million for the quarter compared to $34.4 million in the first quarter of 2008. The increase, before the impairment charge, is due primarily to higher revenue offset by increased direct operating cost and depreciation expense as a result of the Rigdon Acquisition. Also contributing to the increase in operating income was a gain of $4.6 million from the sale of the Highland Sprite and the insurance proceeds from the Sea Searcher. General and administrative expense increased from $8.8 million in the first quarter of 2008 to $10.5 million in the current year quarter, due primarily to the Rigdon Acquisition.

North Sea

     Revenues in the North Sea region decreased by $16.6 million, or 27%, to $43.9 million in the first quarter of 2009. This decrease was primarily a result of a combination of the strengthening of the U.S. Dollar against both the GBP and NOK and the decrease in day rates from $24,974 to $21,073, which contributed $8.5 million to the decrease in revenue. The region also experienced a decrease of $4.1 million in capacity resulting primarily from the sale of the North Fortune and the North Crusader in 2008, and the Highland Sprite in March 2009, coupled with the mobilization of the Highland Piper to the Americas Region in the first quarter of 2008. Utilization decreased from 92.4% in the first quarter of 2008 to 84.5% in the first quarter of 2009 resulting in decreased revenue of $4.0 million. Direct operating expenses decreased by $2.7 million due primarily to lower crew salaries and travel cost. Drydock expense decreased by $0.9 million due to lower cost per drydock day. Depreciation expense decreased due mainly to the sale of the vessels mentioned above. Operating income decreased $7.0 million over the prior year quarter, due to the decrease in revenue offset by the decrease in operating expenses coupled with the gain of $3.2 million from the sale of the Highland Sprite in the current year quarter. General and administrative expense in the first quarter of 2009 was $2.5 million compared to $2.8 million in the prior year quarter.

Southeast Asia

     Revenues for our Southeast Asia based fleet increased by $1.4 million, or 9%, to $17.7 million during the first quarter of 2009 partially resulting from an increase in day rates from $14,335 in 2008 to $20,699 in 2009. Revenue was also positively impacted by $2.6 million due mainly to the increase in capacity resulting from the additions of the Sea Cherokee in early 2009 and the full quarter effect of the Sea Choctaw and Sea Apache delivered in 2008; offset partially by the sale of the Sem Valiant, Sea Diligent and Sea Eagle throughout 2008 and the loss of the

Sea Searcher in the first quarter of 2009. Utilization for the first quarter of 2008 was 96.8% compared to the current quarter of 87.2%, which decreased revenue by $1.1 million. Operating income for Southeast Asia was $14.2 million in the first quarter of 2009 compared to $11.1 million in the same 2008 quarter. The increase is due mainly to the increase in revenue offset by decreases in direct operating and drydock expense totaling $0.8 million, coupled with the gain of $1.4 million related to the disposition of the Sea Searcher. General and administrative expense was $0.8 million in the first quarter of 2009 compared to $0.4 million in the first quarter of 2008.

Americas

     The Americas region revenues increased by $40.6 million compared to the first quarter of 2008. The increase in revenue is due primarily to the July 1, 2008 Rigdon Acquisition, which contributed $36.3 million in the current year quarter. The overall mix resulting from the Rigdon Acquisition increased day rates from $13,062 in the first quarter of 2008 to $17,302 in 2009, which contributed $0.2 million to the increase in revenue. Utilization also increased from 88.0% in the first quarter of 2008 to 92.9% in the first quarter of 2009 contributing $0.3 million to the increase in revenue. In 2008, both the Highland Piper and Sea Kiowa were mobilized into the region, which full quarter effect had a positive impact to revenue of $3.8 million. Excluding the $46.2 million impairment charge, operating income increased $17.4 million from the prior year quarter due mainly to the effect of the Rigdon Acquisition.

Other

     Other expenses in the first quarter of 2009 increased by $6.2 million compared to the prior year quarter resulting primarily from $4.0 million in higher interest expense as a result of higher borrowings under the revolving line of credit and interest incurred on outstanding debt assumed through the Rigdon Acquisition. The effect of the foreign currency exchange rates contributed a loss of $2.6 million in 2009 compared to $0.3 million in the first quarter of 2008.

Tax Rate

     Our income tax provision, including discrete tax items, for the first quarter of 2009 was a benefit of $20 million. Excluding first quarter 2009 discrete income taxes our income tax provision was $2.5 million, or a 6.3% effective tax rate, compared to $1.1 million, or a 3.4% effective rate for the first quarter of 2008. Our effective tax rate, excluding discrete income taxes, in the 2009 period reflects increased pre-tax profits in our higher tax rate jurisdictions.

Liquidity, Capital Resources and Financial Condition

     Our ongoing liquidity requirements are generally associated with our need to service debt, fund working capital, acquire or improve equipment and make other investments. Since inception, we have been active in the acquisition of additional vessels through both the resale market and new construction. Bank financing, equity capital and internally generated funds have historically provided funding for these activities. Internally generated funds are directly related to fleet activity and vessel day rates, which are generally dependent upon the demand for our vessels which is ultimately determined by the supply and demand for crude oil and natural gas.

     Net working capital at March 31, 2009, was $168.4 million, including $116.4 million in cash. Net cash provided by operating activities was $37.1 million for the three months ended March 31, 2009. Net cash used in investing activities was $17.2 million.

     We anticipate that our current level of cash on hand, cash flows from operations, and availability under our credit facility will be adequate to repay our debts due and will provide sufficient resources to finance our operating requirements. However, our ability to fund working capital, capital expenditures and debt service in excess of cash on hand will be dependent upon the success of our operations. To the extent that existing sources are insufficient to meet those cash requirements, we would seek other debt or equity financing; however, we can give no assurances that such debt or equity financing would be available on acceptable terms.

Currency Fluctuations and Inflation

     In areas where currency risks are potentially high, we normally accept only a small percentage of charter hire in local currency. The remainder is paid in U.S. Dollars.

     The majority of our operations are international; therefore we are exposed to currency fluctuations and exchange rate risks. Charters for vessels in the North Sea fleet are primarily denominated in Pounds Sterling (GBP) with a portion denominated in Norwegian Kroner (NOK) and Euros. Mostly all of our operating costs are denominated in the same currency as charter hire in order to reduce the risk of currency fluctuations. For the periods indicated, the average equivalent exchange rate per one U.S. Dollar (US$) were:

		Three Months Ended
		March 31,
		2009				2008
		1 US$ =
GBP			0.696				0.505
NOK			6.858				5.317
Euro			0.766				0.667

     Our North Sea based fleet generated $43.9 million in revenue and $19.5 million in operating income for the three months ended March 31, 2009.

     Reflected in the accompanying balance sheet as of March 31, 2009, is a $15.5 million accumulated other comprehensive income charge that fluctuates based on differences in foreign currency exchange rates as of each balance sheet date compared to the exchange rates when we invested capital in these markets. Also included in accumulated other comprehensive income was a gain of $0.7 million related to the cash flow hedges. Changes in the other comprehensive income are non-cash items that are primarily attributable to investments in vessels and dollar based capitalization between our parent company and our foreign subsidiaries.

     After evaluating the U.S. Dollar debt, we have determined that it is in our best interest not to use any financial instruments to hedge the exposure of our revenue and costs of operations to currency fluctuations under present conditions. Our decision is based on a number of factors, including among others:

	•		the cost of using hedging instruments in relation to the risks of currency fluctuations,
	•		the propensity for adjustments in currency denominated vessel day rates over time to compensate for changes in the purchasing power of the currency as measured in U.S. Dollars,
	•		the level of U.S. Dollar denominated borrowings available to us, and
	•		the conditions in our U.S. Dollar generating regional markets.

     One or more of these factors may change and we, in response, may choose to use financial instruments to hedge risks of currency fluctuations with regards to our revenue and costs of operations. However, in 2007, we entered into forward currency contracts to specifically hedge the foreign currency exposure related to firm contractual commitments in the form of future vessel payments. These hedging relationships were formally documented at inception and the contracts have been and continue to be highly effective. As a result, by design, there is an exact offset between the gain or loss exposure in the related underlying contractual commitment. The balance sheet reflects the change in the fair value of the foreign currency contracts and purchase commitments of $10.6 million, an increase of $2.8 million from year-end 2008.

     We also have interest rate swap agreements for a portion of the Senior Facility indebtedness that has fixed the interest rate at 4.725% on a portion of the Senior Facility. The interest rate swaps are accounted for as cash flow hedges. We report changes in the fair value of the cash flow hedges in accumulated other comprehensive income. The consolidated balance sheet also contains “cash flow hedges” on the liability section reflecting the fair value of the interest rate swaps which was $7.3 million at March 31, 2009. For the three months ended March 31, 2009 a loss of $1.0 million has been reclassified from other comprehensive income to interest expense. We expect to reclassify $3.1 million of deferred loss on the interest rate swaps to interest expense during the next 12 months.

     To date, general inflationary trends have not had a material effect on our operating revenues or expenses.

Forward-Looking Statements

     This Form 10-Q contains certain forward-looking statements and other statements that are not historical facts concerning, among other things, market conditions, the demand for marine and transportation support services and future capital expenditures. These statements are subject to certain risks, uncertainties and assumptions, including, without limitation:

	•		operational risk,
	•		catastrophic or adverse sea or weather conditions,
	•		dependence on the oil and gas industry,
	•		prevailing oil and natural gas prices,
	•		expectations about future prices,
	•		inability to complete or delay or cost over runs on construction projects,
	•		ongoing capital expenditure requirements,
	•		uncertainties surrounding environmental and government regulation,
	•		risk relating to leverage,
	•		risks of foreign operations,
	•		risk of war, sabotage or terrorism,
	•		assumptions concerning competition,
	•		risks of currency fluctuations, and
	•		other matters.

     These statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Such statements are subject to risks and uncertainties, including the risk factors discussed above and

those discussed in our Form 10-K for the year ended December 31, 2008, filed with the SEC, general economic and business conditions, the business opportunities that may be presented to and pursued by us, changes in law or regulations and other factors, many of which are beyond our control.

     We cannot assure you that we have accurately identified and properly weighed all of the factors which affect market conditions and demand for our vessels, that the information upon which we have relied is accurate or complete, that our analysis of the market and demand for our vessels is correct, or that the strategy based on that analysis will be successful.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity

     Our financial instruments that are potentially sensitive to changes in interest rates include our 7.75% Senior Notes. As of March 31, 2009, the fair value of these notes, based on quoted market prices, was approximately $120.0 million compared to a carrying amount of $159.6 million.

Exchange Rate Sensitivity

     We operate in a number of international areas and are involved in transactions denominated in currencies other than U.S. Dollars, which exposes us to foreign currency exchange risk. At various times we may utilize forward exchange contracts, local currency borrowings and the payment structure of customer contracts to selectively hedge exposure to exchange rate fluctuations in connection with monetary assets, liabilities and cash flows denominated in certain foreign currency. We do not hold or issue forward exchange contracts or other derivative financial instruments for speculative purposes.

     Other information required under Item 3 has been incorporated into Management’s Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein.

ITEM 4. CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures.

     Based on their evaluation of our disclosure controls and procedures as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are effective for the period covered by the report ensuring that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

     (b) Evaluation of internal controls and procedures.

     As of December 31, 2008, our management determined that our internal controls over financial reporting were effective. Our assessment of the effectiveness of our internal controls over financial reporting as of December 31, 2008, has been audited by UHY LLP, an independent public accounting firm, as stated in our Form 10-K for the year ended December 31, 2008 filed with the SEC.

     There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibits

     See Exhibit Index for list of Exhibits filed herewith.

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 thereunto duly authorized.

				GulfMark Offshore, Inc.
				(Registrant)
		By:		/s/ Edward A. Guthrie   Edward A. Guthrie
				Executive Vice President and
				Chief Financial Officer
Date: April 28, 2009

EXHIBIT INDEX

						Filed Herewith or
						Incorporated by Reference
						from the
Exhibits				Description		Following Documents
	3.1			Certificate of Incorporation, dated December 4, 1996		Incorporated by reference to Exhibit 3.1 to our annual report on Form 10-K for the year ended December 31, 2008
	3.2			Certificate of Amendment of Certificate of Incorporation, dated March 6, 1997		Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-3, Registration No. 333-153459, filed on September 12, 2008
	3.3			Certificate of Amendment of Certificate of Incorporation, dated May 24, 2002		Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-3, Registration No. 333-153459, filed on September 12, 2008
	3.4			Bylaws, dated December 5, 1996		Incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4, Registration No. 333-24141, filed on March 28, 1997
	3.5			Amendment No. 1 to Bylaws		Incorporated by reference to Exhibit 3.1 to our Form 8-K/A filed on September 17, 2007
	4.1			See Exhibit Nos. 3.1, 3.2 and 3.3 for provisions of the Certificate of Incorporation and Exhibits 3.4 and 3.5 for provisions of the Bylaws defining the rights of the holders of Common Stock		Incorporated by reference to Exhibit 3.1 to our annual report on Form 10-K for the year ended December 31, 2008, Exhibits 4.2 and 4.3 to our Registration Statement on Form S-3, Registration No. 333-153459, filed on September 12, 2008, Exhibit 3.3 to our Registration Statement on Form S-4, Registration No. 333-24141, filed on March 28, 1997, and Exhibit 3.1 to our Form 8-K/A filed on September 17, 2007
	4.2			Specimen Certificate for GulfMark Offshore, Inc. Common Stock, $0.01 par value		Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1, Registration No. 333-31139, filed on July 11, 1997
	4.3			Indenture, dated as of July 21, 2004, among GulfMark Offshore, Inc., as Issuer, and U.S. Bank National Association, as Trustee, including a form of the Company’s 7.75% Senior Notes due 2014		Incorporated by reference to Exhibit 4.4 to our quarterly report on Form 10-Q for the quarter ended September 30, 2004
	4.4			Registration Rights Agreement, dated July 21, 2004, among GulfMark Offshore, Inc. and the initial purchasers		Incorporated by reference to Exhibit 4.5 to our quarterly report on Form 10-Q for the quarter ended September 30, 2004

						Filed Herewith or
						Incorporated by Reference
						from the
Exhibits				Description		Following Documents
	4.5			Registration Rights Agreement, dated July 1, 2008, among GulfMark Offshore, Inc. and certain of the Rigdon Shareholders		Incorporated by reference to Exhibit 4.5 to our current report on Form 8-K filed on July 7, 2008
	10.1			The Executive Nonqualified Excess Plan		Filed herewith
	10.2			The Executive Nonqualified Excess Plan Adoption Agreement		Filed herewith
	31.1			Section 302 certification for B.A. Streeter		Filed herewith
	31.2			Section 302 certification for E.A. Guthrie		Filed herewith
	32.1			Section 906 certification furnished for B.A. Streeter		Filed herewith
	32.2			Section 906 certification furnished for E.A. Guthrie		Filed herewith