Global Notes to the Debtors’ Monthly Operating Report
1. Introduction.
On November 17, 2011 (the “Petition Date”) General Maritime Corporation (“General Maritime”), and its affiliated debtors in the above-referenced chapter 11 cases (collectively, the “Chapter 11 Cases”), as debtors and debtors-in-possession (collectively, the “Debtors”), filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors are operating their business and managing their property as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On November 29, 2011, the United States Trustee for the Southern District of New York appointed a statutory committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code.
2. Consolidated Reports.
On November 18, 2011, the Bankruptcy Court entered an order directing procedural consolidation and joint administration of these Chapter 11 Cases [Docket No. 22] (the “Joint Administration Order”). Pursuant to the Joint Administration Order, the Debtors are authorized to file their monthly operating reports on a consolidated basis.
For financial reporting purposes, the Debtors and their non-debtor affiliates (the “Non-Debtors”) historically prepared consolidated financial statements. Unlike the consolidated financial statements, and pursuant to the Joint Administration Order, this Monthly Operating Report reflects the Debtors’ reasonable efforts to report financial information and the disbursements of each of the Debtors on a non-consolidated basis, and does not include financial information relating to the Non-Debtors.
The disbursements reported on MOR-1 reflect the Debtors’ reasonable efforts to report disbursements made on behalf of a Debtor by another Debtor or Non-Debtor as if such a disbursement was actually made by the Debtor on whose behalf the disbursement was made. For example, payments relating to a vessel owned by one Debtor may have been made by a Non-Debtor or another Debtor and, as such, the payment has been listed as if made by the vessel-owning Debtor. Nothing herein constitutes an admission that the Debtor entity is the obligor of such payment, and the Debtors reserve all rights to reclassify any disbursement, payment, or obligation as belonging to another entity.
3. GAAP.
The financial statements and supplemental information contained herein are preliminary, unaudited, and may not comply with generally accepted accounting principles in the United States of America (“GAAP”) in all material respects. In addition, the financial statements and supplemental information contained herein represent the condensed, combined information for all Debtor entities only and exclude all non-Debtor affiliates. The financial statements and supplemental information contained herein are currently being reviewed for and remain subject to year-end audit and other adjustments.
The unaudited combined financial statements have been derived from the books and records of the Debtors. This information, however, has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP, and upon application of such procedures (such as tests for asset impairment), the Debtors believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this report includes primarily normal recurring adjustments but does not include all adjustments that would typically be made for financial statements in accordance with GAAP.
4. Prepetition Financial Reporting.
General Maritime is a publicly-held corporation, the common shares of which traded prior to the Petition Date on the New York Stock Exchange under the symbol “GMR” and currently trade in the over-the-counter markets under the symbol “GMRRQ.” For financial reporting purposes, General Maritime prepares consolidated quarterly and annual financial statements, including the Debtors and the Non-Debtors, that are filed with the U.S. Securities and Exchange Commission (the “SEC”). The quarterly financial statements are unaudited and the annual financial statements are audited. Unlike the consolidated financial statements, the financial information reported in this Monthly Operating Report has not been prepared in accordance with GAAP and does not include financial information regarding the Non-Debtors (except to the extent a disbursement has been made by a Non-Debtor on behalf of a Debtor). In addition, this Monthly Operation Report does not include information that may be relevant to the time period covered by this Monthly Operation Report but is currently unknown to the Debtors and may become known in the future. Accordingly, the financial statements contained in this Monthly Operating Report do not purport to be prepared in accordance with GAAP, nor are they intended to fully reconcile to or be comparable with the financial statements filed by General Maritime with the SEC.
5. General Methodology.
The Debtors prepared this Monthly Operating Report relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors’ books and records may not be included in this Monthly Operating Report. Nevertheless, in preparing this Monthly Operating Report, the Debtors made reasonable efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein.
6. Past Performance.
The results of operations reported in this Monthly Operating Report are not necessarily indicative of results which may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.
7. Prepetition vs. Postpetition Liabilities.
The Debtors allocated liabilities between the prepetition and postpetition periods based on the information available and research conducted in connection with the preparation of this Monthly Operating Report. As additional information becomes available and further research is conducted, the Debtors’ allocation of liabilities between the prepetition and postpetition periods may change. The liability information, except as otherwise noted, is listed as of the close of business as of the end of the month. Accordingly, the Debtors reserve all rights to amend, supplement or otherwise modify this Monthly Operating Report as necessary and appropriate, but shall be under no obligation to do so.
The Debtors have paid certain pre-petition liabilities in accordance with orders approved by the Bankruptcy Court authorizing such payments. The Debtors believe that all undisputed post-petition accounts payable have been and are being paid according to agreed-upon terms specific to each vendor and/or service provider. Any aged amounts represent items subject to valid disputes, and certain items which have been paid subsequent to the end of the reporting period.
In addition, the liabilities reported in this Monthly Operating Report do not reflect any analysis conducted by the Debtors regarding potential claims under section 503(b)(9) of the Bankruptcy Code. Accordingly, the Debtors reserve any and all of their rights to dispute or challenge the validity of any claims asserted under section 503(b)(9) of the Bankruptcy Code or the characterization of the structure of any transaction, document or instrument related to any creditor’s claim.
8. Net Book Value of Assets.
It would be prohibitively expensive, unduly burdensome and an inefficient use of estate assets for the Debtors to obtain current market valuations of all of their assets. Accordingly, unless otherwise indicated, the values for assets contained in this Monthly Operating Report are net book values as of the end of the month. Consequently, amounts ultimately realized from the disposition of the Debtors’ assets may materially vary from the stated net book value. Thus, unless otherwise noted, this Monthly Operating Report reflects the carrying values of the assets as recorded on the Debtors’ books and records as of the end of the month and are not based upon any estimate of their current market value. The Debtors reserve their right to amend or adjust the value of each asset or liability set forth herein.
9. Intercompany Transactions.
Intercompany transactions among the Debtors, as well as between the Debtors and the Non-Debtors, include intercompany cash sweep arrangements, intercompany financing arrangements and investments in subsidiaries. The intercompany balances due to/from Debtor entities have been eliminated in the accompanying combined balance sheet. Intercompany transactions between the Debtor entities have similarly been eliminated in the accompanying interim condensed, combined statement of operations.
10. Payments to Insiders.
In addition to the payments to insiders disclosed on MOR-6, the Debtors may make distributions to creditors that have (i) common directors with the Debtors, and/or (ii) directors and officers that are immediate family of the Debtors’ directors and officers (collectively, the “Associated Entities”) during the relevant reporting period. In preparing the Schedules and Statements, the Debtors endeavored to identify all such Associated Entities. The Associated Entities consist of the following entities: Aegean Marine Petroleum Network, Skuld, Mid-Atlantic Bulk Carriers Ltd., Genco Shipping & Trading Limited, Baltic Trading Limited, and Det Norske Veritas. In addition, one of the Associated Entities does business with Kristenson Petroleum, Inc., one of the Debtors’ suppliers. Because the Associated Entities do not meet the definition of “insider” as defined in section 101(31) of the Bankruptcy Code, any payments to the Associated Entities are not disclosed on MOR-6.
11. Payments to Professionals.
The Debtors have disclosed amounts billed by professionals compensated by the Debtors’ estate on MOR-6 to the extent that the Debtors have received invoices for such services during the relevant reporting period. The Debtors have also included amounts relating to the reporting period that were invoiced after the reporting period to the extent such information was available during the preparation of this Monthly Operating Report. Amounts relating to the reporting period but that are invoiced after the preparation of this Monthly Operating Report will be reported in the next Monthly Operating Report after the receipt of such invoices.
12. Liabilities Not Subject to Compromise.
As a result of the commencement of these Chapter 11 Cases, the payment of pre-petition indebtedness is subject to compromise or other treatment under a chapter 11 plan. Generally, actions to enforce or otherwise effect payment of pre-commencement liabilities are stayed. Although payment of prepetition claims generally is not permitted, the Bankruptcy Court has entered several orders authorizing the Debtors to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the Debtors’ businesses and assets. To the extent such claims have been categorized as “Liabilities Not Subject to Compromise,” the Debtors reserve their right to dispute their obligation to make such payments.
The Debtors have been paying and intend to continue to pay undisputed post-petition claims in the ordinary course of business.
13. Reservation of Rights.
Given the complexity of the Debtors’ business, inadvertent errors, omissions or over-inclusion of contracts or leases may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, representation or other statement in this Monthly Operating Report and reserve the right to amend or supplement this Monthly Operating Report, if necessary, but shall be under no obligation to do so.
Nothing contained in this Monthly Operating Report shall constitute a waiver of the Debtors’ rights or an admission with respect to these chapter 11 cases, including with respect to any issues involving the Debtors’ ownership interests, substantive consolidation, equitable subordination, defenses and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code, and any other relevant non-bankruptcy laws.
UNITED STATES BANKRUPTCY COURT
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
| | | | |
| | | Federal Tax I.D. # | 66-0716485 |
| REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached |
| Schedule of Cash Receipts and Disbursements | MOR-1 | X | |
| Bank Reconciliation (or copies of debtor's bank reconciliations) | MOR-1 (CON'T) | X | |
| Copies of bank statements | | | X |
| Cash disbursements journals | | | X |
| Statement of Operations | MOR-2 | X | |
| Balance Sheet | MOR-3 | X | |
| Status of Post-petition Taxes | MOR-4 | X | |
| Copies of IRS Form 6123 or payment receipt | | | X |
| Copies of tax returns filed during reporting period | | | X |
| Summary of Unpaid Post-petition Debts | MOR-4 | X | |
| Listing of Aged Accounts Payable | | | X |
| Accounts Receivable Reconciliation and Aging | MOR-5 | X | |
| Taxes Reconciliation and Aging (See MOR 7) | MOR-5 | | X |
| Payments to Insiders and Professional | MOR-6 | X | |
| Post Petition Status of Secured Notes, Leases Payable | MOR-6 | X | |
| Debtor Questionnaire | MOR-7 | X | |
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
The Monthly Operating Report includes activity from the following Debtors:
| Debtor | Case Number |
| Arlington Tankers Ltd. | 11-15289 |
| Arlington Tankers, LLC | 11-15335 |
| Companion Ltd. | 11-15331 |
| Compatriot Ltd. | 11-15332 |
| Concept Ltd. | 11-15339 |
| Concord Ltd. | 11-15337 |
| Consul Ltd. | 11-15333 |
| Contest Ltd. | 11-15338 |
| General Maritime Corporation | 11-15285 |
| General Maritime Investments LLC | 11-15290 |
| General Maritime Management LLC | 11-15293 |
| General Maritime Subsidiary Corporation | 11-15287 |
| General Maritime Subsidiary II Corporation | 11-15288 |
| General Maritime Subsidiary NSF Corporation | 11-15291 |
| General Product Carriers Corporation | 11-15336 |
| GMR Administration Corp. | 11-15292 |
| GMR Agamemnon LLC | 11-15294 |
| GMR Ajax LLC | 11-15295 |
| GMR Alexandra LLC | 11-15296 |
| GMR Argus LLC | 11-15297 |
| GMR Atlas LLC | 11-15322 |
| GMR Chartering LLC | 11-15286 |
| GMR Concept LLC | 11-15342 |
| GMR Concord LLC | 11-15340 |
| GMR Constantine LLC | 11-15298 |
| GMR Contest LLC | 11-15341 |
| GMR Daphne LLC | 11-15299 |
| GMR Defiance LLC | 11-15300 |
| GMR Elektra LLC | 11-15301 |
| GMR George T LLC | 11-15302 |
| GMR GP LLC | 11-15303 |
| GMR Gulf LLC | 11-15304 |
| GMR Harriet G LLC | 11-15305 |
| GMR Hercules LLC | 11-15323 |
| GMR Hope LLC | 11-15306 |
| GMR Horn LLC | 11-15307 |
| GMR Kara G LLC | 11-15308 |
| GMR Limited LLC | 11-15309 |
| GMR Maniate LLC | 11-15324 |
| GMR Minotaur LLC | 11-15310 |
| GMR Orion LLC | 11-15311 |
| GMR Phoenix LLC | 11-15312 |
| GMR Poseidon LLC | 11-15325 |
| GMR Princess LLC | 11-15313 |
| GMR Progress LLC | 11-15314 |
| GMR Revenge LLC | 11-15315 |
| GMR Spartiate LLC | 11-15326 |
| GMR Spyridon LLC | 11-15317 |
| GMR St. Nikolas LLC | 11-15316 |
| GMR Star LLC | 11-15318 |
| GMR Strength LLC | 11-15319 |
| GMR Trader LLC | 11-15320 |
| GMR Trust LLC | 11-15321 |
| GMR Ulysses LLC | 11-15327 |
| GMR Zeus LLC | 11-15328 |
| Victory Ltd. | 11-15330 |
| Vision Ltd. | 11-15329 |
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
| | | | | | | | | | | | Receipts | |
| | | | | | | | | Intercompany | | | Excluding | |
| Debtor | | Case Number | | | Total Receipts | | | Receipts1 | | | Intercompany | |
| GMR Minotaur LLC | | 11-15310 | | | $ | 1,187,138.17 | | | $ | 1,143,220.90 | | | $ | 43,917.27 | |
| GMR Constantine LLC | | 11-15298 | | | | 373.18 | | | | 372.60 | | | | 0.58 | |
| GMR Ajax LLC | | 11-15295 | | | | 1,301,202.73 | | | | 1,301,200.94 | | | | 1.79 | |
| GMR Agamemnon LLC | | 11-15294 | | | | 270,882.53 | | | | 107,080.53 | | | | 163,802.00 | |
| GMR Alexandra LLC | | 11-15296 | | | | 124,519.42 | | | | 124,518.43 | | | | 0.99 | |
| GMR Orion LLC | | 11-15311 | | | | 340,526.86 | | | | 139,915.77 | | | | 200,611.09 | |
| GMR Gulf LLC | | 11-15304 | | | | 253.04 | | | | 252.44 | | | | 0.60 | |
| GMR Phoenix LLC | | 11-15312 | | | | 219,222.47 | | | | 219,219.77 | | | | 2.70 | |
| GMR Argus LLC | | 11-15297 | | | | 231,174.87 | | | | 229,486.33 | | | | 1,688.54 | |
| GMR Spyridon LLC | | 11-15317 | | | | 113,388.08 | | | | 113,386.71 | | | | 1.37 | |
| GMR Horn LLC | | 11-15307 | | | | 1,289,006.19 | | | | 1,235,196.39 | | | | 53,809.80 | |
| GMR Hope LLC | | 11-15306 | | | | 1,966,036.57 | | | | 200,945.71 | | | | 1,765,090.86 | |
| GMR Princess LLC | | 11-15313 | | | | 0.21 | | | | 0.00 | | | | 0.21 | |
| GMR Progress LLC | | 11-15314 | | | | 909,885.62 | | | | 0.00 | | | | 909,885.62 | |
| GMR Revenge LLC | | 11-15315 | | | | 12,013.63 | | | | 12,012.04 | | | | 1.59 | |
| GMR Strength LLC | | 11-15319 | | | | 756,464.68 | | | | 133,960.88 | | | | 622,503.80 | |
| GMR Defiance LLC | | 11-15300 | | | | 122,531.28 | | | | 122,527.09 | | | | 4.19 | |
| GMR Harriet G LLC | | 11-15305 | | | | 60,469.37 | | | | 0.00 | | | | 60,469.37 | |
| GMR Kara G LLC | | 11-15308 | | | | 2,140,666.22 | | | | 142,810.62 | | | | 1,997,855.60 | |
| GMR George T LLC | | 11-15302 | | | | 409,823.25 | | | | 131,721.17 | | | | 278,102.08 | |
| GMR St. Nikolas LLC | | 11-15316 | | | | 343,161.60 | | | | 343,158.51 | | | | 3.09 | |
| GMR Daphne LLC | | 11-15299 | | | | 235,207.73 | | | | 122,143.32 | | | | 113,064.41 | |
| GMR Elektra LLC | | 11-15301 | | | | 210,101.79 | | | | 205,299.40 | | | | 4,802.39 | |
| GMR Contest LLC | | 11-15341 | | | | 202,482.00 | | | | 202,482.00 | | | | - | |
| GMR Concept LLC | | 11-15342 | | | | 201,500.00 | | | | 201,500.00 | | | | - | |
| GMR Concord LLC | | 11-15340 | | | | 201,500.00 | | | | 201,500.00 | | | | - | |
| Consul Ltd. | | 11-15333 | | | | 0.99 | | | | 0.00 | | | | 0.99 | |
| Victory Ltd. | | 11-15330 | | | | 16,590.00 | | | | 16,589.00 | | | | 1.00 | |
| Vision Ltd. | | 11-15329 | | | | 230,671.27 | | | | 13,150.00 | | | | 217,521.27 | |
| Compatriot Ltd. | | 11-15332 | | | | 0.64 | | | | 0.00 | | | | 0.64 | |
| Companion Ltd. | | 11-15331 | | | | 0.68 | | | | 0.00 | | | | 0.68 | |
| GMR Zeus LLC | | 11-15328 | | | | 199,778.82 | | | | 180,000.00 | | | | 19,778.82 | |
| GMR Hercules LLC | | 11-15323 | | | | 220,000.67 | | | | 220,000.00 | | | | 0.67 | |
| GMR Atlas LLC | | 11-15322 | | | | 100,006.83 | | | | 100,000.00 | | | | 6.83 | |
| GMR Ulysses LLC | | 11-15327 | | | | 0.72 | | | | 0.00 | | | | 0.72 | |
| GMR Poseidon LLC | | 11-15325 | | | | 450,014.72 | | | | 0.00 | | | | 450,014.72 | |
| GMR Maniate LLC | | 11-15324 | | | | 41,843.24 | | | | 41,836.40 | | | | 6.84 | |
| GMR Spartiate LLC | | 11-15326 | | | | 1,221,304.54 | | | | 0.00 | | | | 1,221,304.54 | |
| GMR Administration Corporation | | 11-15292 | | | | 0.55 | | | | 0.00 | | | | 0.55 | |
| Arlington Tankers Ltd. | | 11-15289 | | | | 600,009.61 | | | | 600,000.00 | | | | 9.61 | |
| General Maritime Subsidiary Corporation | | 11-15287 | | | | 30,002,506.29 | | | | 0.00 | | | | 30,002,506.29 | |
| General Maritime Management LLC | | 11-15293 | | | | 110,006.22 | | | | 110,000.00 | | | | 6.22 | |
| General Maritime Subsidiary II Corporation | | 11-15288 | | | | 500,001.67 | | | | 500,000.00 | | | | 1.67 | |
| General Maritime Corporation | | 11-15285 | | | | 118,007.68 | | | | 118,000.00 | | | | 7.68 | |
| | | | | | | | | | | | | | | | |
| Total Cash Receipts | | | | | $ | 46,660,276.63 | | | $ | 8,533,486.95 | | | $ | 38,126,789.68 | |
Notes
1 - Intercompany Receipts includes transfers from Debtor entities. No transfers from non-Debtor entities are included in these amounts.
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
| | | | | | | | | | | | Disbursements | |
| | | | | | Total | | | Intercompany | | | Excluding | |
| Debtor | | Case Number | | | Disbursements | | | Disbursements1 | | | Intercompany | |
| GMR Minotaur LLC | | 11-15310 | | | $ | (1,143,220.90 | ) | | $ | - | | | $ | (1,143,220.90 | ) |
| GMR Constantine LLC | | 11-15298 | | | | (372.60 | ) | | | - | | | | (372.60 | ) |
| GMR Ajax LLC | | 11-15295 | | | | (1,301,200.94 | ) | | | - | | | | (1,301,200.94 | ) |
| GMR Agamemnon LLC | | 11-15294 | | | | (109,907.29 | ) | | | - | | | | (109,907.29 | ) |
| GMR Alexandra LLC | | 11-15296 | | | | (124,518.43 | ) | | | - | | | | (124,518.43 | ) |
| GMR Orion LLC | | 11-15311 | | | | (193,170.60 | ) | | | - | | | | (193,170.60 | ) |
| GMR Gulf LLC | | 11-15304 | | | | (252.44 | ) | | | - | | | | (252.44 | ) |
| GMR Phoenix LLC | | 11-15312 | | | | (120,745.00 | ) | | | - | | | | (120,745.00 | ) |
| GMR Argus LLC | | 11-15297 | | | | (132,221.13 | ) | | | - | | | | (132,221.13 | ) |
| GMR Spyridon LLC | | 11-15317 | | | | (113,386.71 | ) | | | - | | | | (113,386.71 | ) |
| GMR Horn LLC | | 11-15307 | | | | (1,235,196.39 | ) | | | - | | | | (1,235,196.39 | ) |
| GMR Hope LLC | | 11-15306 | | | | (848,524.39 | ) | | | - | | | | (848,524.39 | ) |
| GMR Princess LLC | | 11-15313 | | | | - | | | | - | | | | - | |
| GMR Progress LLC | | 11-15314 | | | | - | | | | - | | | | - | |
| GMR Revenge LLC | | 11-15315 | | | | (12,012.04 | ) | | | - | | | | (12,012.04 | ) |
| GMR Strength LLC | | 11-15319 | | | | (135,027.50 | ) | | | - | | | | (135,027.50 | ) |
| GMR Defiance LLC | | 11-15300 | | | | (122,527.09 | ) | | | - | | | | (122,527.09 | ) |
| GMR Harriet G LLC | | 11-15305 | | | | - | | | | - | | | | - | |
| GMR Kara G LLC | | 11-15308 | | | | (1,915,945.37 | ) | | | - | | | | (1,915,945.37 | ) |
| GMR George T LLC | | 11-15302 | | | | (131,721.17 | ) | | | - | | | | (131,721.17 | ) |
| GMR St. Nikolas LLC | | 11-15316 | | | | (266,404.59 | ) | | | - | | | | (266,404.59 | ) |
| GMR Daphne LLC | | 11-15299 | | | | (122,143.32 | ) | | | - | | | | (122,143.32 | ) |
| GMR Elektra LLC | | 11-15301 | | | | (105,745.93 | ) | | | - | | | | (105,745.93 | ) |
| GMR Contest LLC | | 11-15341 | | | | (202,482.00 | ) | | | - | | | | (202,482.00 | ) |
| GMR Concept LLC | | 11-15342 | | | | (201,500.00 | ) | | | - | | | | (201,500.00 | ) |
| GMR Concord LLC | | 11-15340 | | | | (201,500.00 | ) | | | - | | | | (201,500.00 | ) |
| Consul Ltd. | | 11-15333 | | | | - | | | | - | | | | - | |
| Victory Ltd. | | 11-15330 | | | | (16,589.00 | ) | | | - | | | | (16,589.00 | ) |
| Vision Ltd. | | 11-15329 | | | | (13,150.00 | ) | | | - | | | | (13,150.00 | ) |
| Compatriot Ltd. | | 11-15332 | | | | - | | | | - | | | | - | |
| Companion Ltd. | | 11-15331 | | | | - | | | | - | | | | - | |
| GMR Zeus LLC | | 11-15328 | | | | (180,000.00 | ) | | | - | | | | (180,000.00 | ) |
| GMR Hercules LLC | | 11-15323 | | | | (220,000.00 | ) | | | - | | | | (220,000.00 | ) |
| GMR Atlas LLC | | 11-15322 | | | | (8,049.50 | ) | | | - | | | | (8,049.50 | ) |
| GMR Ulysses LLC | | 11-15327 | | | | - | | | | - | | | | - | |
| GMR Poseidon LLC | | 11-15325 | | | | - | | | | - | | | | - | |
| GMR Maniate LLC | | 11-15324 | | | | (41,836.40 | ) | | | - | | | | (41,836.40 | ) |
| GMR Spartiate LLC | | 11-15326 | | | | - | | | | - | | | | - | |
| GMR Administration Corporation | | 11-15292 | | | | - | | | | - | | | | - | |
| Arlington Tankers Ltd. | | 11-15289 | | | | (604,500.00 | ) | | | (604,500.00 | ) | | | - | |
| General Maritime Subsidiary Corporation | | 11-15287 | | | | (14,109,822.23 | ) | | | (7,488,986.95 | ) | | | (6,620,835.28 | ) |
| General Maritime Management LLC | | 11-15293 | | | | (151,991.46 | ) | | | - | | | | (151,991.46 | ) |
| General Maritime Subsidiary II Corporation | | 11-15288 | | | | (440,000.00 | ) | | | (440,000.00 | ) | | | - | |
| General Maritime Corporation | | 11-15285 | | | | (209,042.40 | ) | | | - | | | | (209,042.40 | ) |
| GMR Trader LLC | | 11-15320 | | | | - | | | | - | | | | - | |
| GMR Star LLC | | 11-15318 | | | | - | | | | - | | | | - | |
| GMR Trust LLC | | 11-15321 | | | | - | | | | - | | | | - | |
| Contest Ltd. | | 11-15338 | | | | - | | | | - | | | | - | |
| Concept Ltd. | | 11-15339 | | | | - | | | | - | | | | - | |
| Concord Ltd. | | 11-15337 | | | | - | | | | - | | | | - | |
| Arlington Tankers, LLC | | 11-15335 | | | | - | | | | - | | | | - | |
| General Maritime Subsidiary NSF Corporation | | 11-15291 | | | | - | | | | - | | | | - | |
| GMR Chartering LLC | | 11-15286 | | | | - | | | | - | | | | - | |
| General Maritime Investments LLC | | 11-15290 | | | | - | | | | - | | | | - | |
| General Product Carriers Corporation | | 11-15336 | | | | - | | | | - | | | | - | |
| GMR GP LLC | | 11-15303 | | | | - | | | | - | | | | - | |
| GMR Limited LLC | | 11-15309 | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
| Total Cash Disbursements | | | | | $ | (24,734,706.82 | ) | | $ | (8,533,486.95 | ) | | $ | (16,201,219.87 | ) |
Notes
1 - Intercompany Receipts includes transfers from Debtor entities.No transfers from non-Debtor entities are included in these amounts.
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
| Debtor | | Case Number | | Bank Account Description | | Bank Acct. No. (Last 4 Digits) | | | Bank Balance | |
| GMR Minotaur LLC | | 11-15310 | | Operating | | | 8801 | | | $ | 48,734.90 | |
| GMR Constantine LLC | | 11-15298 | | Operating | | | 9601 | | | | 2,150.07 | |
| GMR Ajax LLC | | 11-15295 | | Operating | | | 8901 | | | | 242.47 | |
| GMR Agamemnon LLC | | 11-15294 | | Operating | | | 7101 | | | | 168,567.44 | |
| GMR Alexandra LLC | | 11-15296 | | Operating | | | 4901 | | | | 1,515.07 | |
| GMR Orion LLC | | 11-15311 | | Operating | | | 2001 | | | | 147,603.71 | |
| GMR Gulf LLC | | 11-15304 | | Operating | | | 2001 | | | | 6,425.39 | |
| GMR Phoenix LLC | | 11-15312 | | Operating | | | 2001 | | | | 99,965.14 | |
| GMR Argus LLC | | 11-15297 | | Operating | | | 2001 | | | | 99,913.23 | |
| GMR Spyridon LLC | | 11-15317 | | Operating | | | 2001 | | | | 5,621.28 | |
| GMR Horn LLC | | 11-15307 | | Operating | | | 2001 | | | | 57,802.03 | |
| GMR Hope LLC | | 11-15306 | | Operating | | | 2001 | | | | 1,133,932.49 | |
| GMR Princess LLC | | 11-15313 | | Operating | | | 2001 | | | | 3,103.60 | |
| GMR Progress LLC | | 11-15314 | | Operating | | | 2001 | | | | 915,583.10 | |
| GMR Revenge LLC | | 11-15315 | | Operating | | | 2001 | | | | 5,387.60 | |
| GMR Strength LLC | | 11-15319 | | Operating | | | 2001 | | | | 630,458.54 | |
| GMR Defiance LLC | | 11-15300 | | Operating | | | 2001 | | | | 47,476.47 | |
| GMR Harriet G LLC | | 11-15305 | | Operating | | | 2001 | | | | 66,112.65 | |
| GMR Kara G LLC | | 11-15308 | | Operating | | | 2001 | | | | 232,378.02 | |
| GMR George T LLC | | 11-15302 | | Operating | | | 3001 | | | | 408,416.24 | |
| GMR St. Nikolas LLC | | 11-15316 | | Operating | | | 2001 | | | | 82,341.43 | |
| GMR Daphne LLC | | 11-15299 | | Operating | | | 2001 | | | | 117,792.98 | |
| GMR Elektra LLC | | 11-15301 | | Operating | | | 2001 | | | | 106,359.36 | |
| Consul Ltd. | | 11-15333 | | Operating | | | 2001 | | | | 8,225.84 | |
| Victory Ltd. | | 11-15330 | | Operating | | | 2001 | | | | 5,253.11 | |
| Vision Ltd. | | 11-15329 | | Operating | | | 2001 | | | | 223,445.59 | |
| Compatriot Ltd. | | 11-15332 | | Operating | | | 2001 | | | | 584.28 | |
| Companion Ltd. | | 11-15331 | | Operating | | | 2001 | | | | 1,493.11 | |
| GMR Zeus LLC | | 11-15328 | | Operating | | | 2001 | | | | 20,979.52 | |
| GMR Hercules LLC | | 11-15323 | | Operating | | | 2001 | | | | 4,811.24 | |
| GMR Atlas LLC | | 11-15322 | | Operating | | | 2001 | | | | 92,859.44 | |
| GMR Ulysses LLC | | 11-15327 | | Operating | | | 2001 | | | | 3,453.70 | |
| GMR Poseidon LLC | | 11-15325 | | Operating | | | 2001 | | | | 452,005.55 | |
| GMR Maniate LLC | | 11-15324 | | Operating | | | 2001 | | | | 7,182.70 | |
| GMR Spartiate LLC | | 11-15326 | | Operating | | | 2001 | | | | 1,227,064.28 | |
| GMR Administration Corporation | | 11-15292 | | Operating | | | 2001 | | | | 8,177.09 | |
| Arlington Tankers Ltd. | | 11-15289 | | Operating | | | 2001 | | | | 105,949.72 | |
| General Maritime Subsidiary Corporation | | 11-15287 | | Operating | | | 3005 | | | | 16,759,988.57 | |
| General Maritime Subsidiary Corporation | | 11-15287 | | Operating | | | 8193 | | | | 29,344.10 | |
| General Maritime Subsidiary Corporation | | 11-15287 | | Operating | | | 2102 | | | | 1,753,472.59 | |
| General Maritime Subsidiary Corporation | | 11-15287 | | Operating | | | 8001 | | | | 541,138.71 | |
| General Maritime Management LLC | | 11-15293 | | Operating | | | 2001 | | | | 41,045.14 | |
| General Maritime Subsidiary II Corporation | | 11-15288 | | Operating | | | 2001 | | | | 69,094.82 | |
| General Maritime Corporation | | 11-15285 | | Operating | | | 2001 | | | | 31,876.43 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | $ | 25,775,328.74 | |
Notes
1 - The Debtors have not included copies of bank statements or cash disbursements journals due to the voluminous nature of such documents.
2 - The Debtors reconcile their bank accounts on a monthly basis.
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
STATEMENT OF OPERATIONS (Income Statement)
| | | November 17 through November 30, 2011 | |
| VOYAGE REVENUES: | | | |
| Voyage revenues | | $ | 5,901,734 | |
| | | | | |
| OPERATING EXPENSES: | | | | |
| Voyage expenses | | | 2,914,557 | |
| Direct vessel expenses | | | 3,359,263 | |
| Bareboat lease expense | | | 377,975 | |
| General and administrative | | | 799,261 | |
| Depreciation and amortization | | | 3,531,797 | |
| Goodwill impairment | | | - | |
| Loss on impairment of vessel | | | - | |
| Gain on disposal of vessels and vessel equipment | | | (156,525 | ) |
| Total operating expenses | | | 10,826,328 | |
| OPERATING LOSS | | | (4,924,594 | ) |
| | | | | |
| OTHER (EXPENSE) INCOME: | | | | |
| Interest expense, net | | | (3,463,544 | ) |
| Other income (expense) | | | 1,956,021 | |
| Reorganization items, net | | | (12,891,795 | ) A |
| Net other expense | | | (14,415,879 | ) |
| Net loss | | $ | (19,340,473 | ) |
The accompanying notes are an integral part of the financial statements.
| A | Reorganization items, net consists of the following: | | | |
| | | | | |
| | Write-off of unamortized deferred financing costs of Senior Notes | | $ | 5,785,885 | |
| | Write-off of discount on Senior Notes | | | 6,221,219 | |
| | Professional fees incurred | | | 884,691 | |
| | | | $ | 12,891,795 | |
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
BALANCE SHEET
| | | November 30, | |
| | | 2011 | |
| | | | |
| ASSETS | | | |
| CURRENT ASSETS: | | | |
| Cash | | $ | 25,775,328 | |
| Due from charterers, net | | | 18,241,251 | |
| Prepaid expenses and other current assets | | | 31,289,759 | |
| Total current assets | | | 75,306,338 | |
| | | | | |
| NONCURRENT ASSETS: | | | | |
| Vessels, net of accumulated depreciation | | | 1,519,783,230 | |
| Other fixed assets, net | | | 12,234,651 | |
| Deferred drydock costs, net | | | 24,039,070 | |
| Deferred financing costs, net | | | 30,176,125 | |
| Other assets | | | 9,705,158 | |
| Total noncurrent assets | | | 1,595,938,234 | |
| TOTAL ASSETS | | $ | 1,671,244,572 | |
| | | | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | | | |
| CURRENT LIABILITIES: | | | | |
| Accounts payable and accrued expenses | | $ | 20,448,752 | |
| Current portion of long-term debt | | | 1,051,166,841 | |
| Deferred voyage revenue | | | 937,500 | |
| Due to affiliated companies | | | 4,428,109 | |
| Derivative liability | | | 6,036,145 | |
| Total current liabilities | | | 1,083,017,347 | |
| NONCURRENT LIABILITIES: | | | | |
| Other noncurrent liabilities | | | 4,330,101 | |
| Derivative liability and Warrants | | | 2,135,815 | |
| Liabilities subject to compromise | | | 332,991,014 | A |
| Total noncurrent liabilities | | | 339,456,930 | |
| TOTAL LIABILITIES | | | 1,422,474,277 | |
| | | | | |
| SHAREHOLDERS' EQUITY | | | 248,770,295 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | $ | 1,671,244,572 | |
The accompanying notes are an integral part of the financial statements.
| A | Liabilities subject to compromise consist of the following: | | | |
| | | | | |
| | Par value and accrued interest on Senior Notes | | $ | 318,100,000 | |
| | Pre-petition amounts due to suppliers, agents and brokers | | | 14,891,014 | |
| | | | $ | 332,991,014 | |
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
STATUS OF POST-PETITION TAXES 1,2
| Federal | | Beginning Tax | | | Amount Withheld and/or Accrued | | | Amount Paid | | | Date Paid | | | Check # or EFT | | | Ending Tax | |
| Withholding | | $ | - | | | $ | 62,686.23 | | | $ | 62,686.23 | | | | | | | | | | | $ | - | |
| FICA-Employee | | | - | | | | 8,939.05 | | | | 8,939.05 | | | | | | | | | | | | - | |
| FICA-Employer | | | - | | | | 11,044.21 | | | | 11,044.21 | | | | | | | | | | | | - | |
| Unemployment | | | - | | | | - | | | | - | | | | | | | | | | | | - | |
| Income | | | - | | | | - | | | | - | | | | | | | | | | | | - | |
| Other:____________ | | | - | | | | 1,041.06 | | | | 1,041.06 | | | | | | | | | | | | - | |
| Total Federal Taxes | | | - | | | | 83,710.55 | | | | 83,710.55 | | | | | | | | | | | | - | |
| State and Local | | | | | | | | | | | | | | | | | | | | | | | | |
| Withholding | | | - | | | | 22,081.57 | | | | 22,081.57 | | | | | | | | | | | | - | |
| Sales | | | - | | | | - | | | | - | | | | | | | | | | | | - | |
| Excise | | | - | | | | - | | | | - | | | | | | | | | | | | - | |
| Unemployment | | | - | | | | - | | | | - | | | | | | | | | | | | - | |
Real Property3 | | | - | | | | - | | | | - | | | | | | | | | | | | - | |
| Personal Property | | | - | | | | - | | | | - | | | | | | | | | | | | - | |
| Other:_____________ | | | - | | | | - | | | | - | | | | | | | | | | | | - | |
| Total State and Local | | | 0 | | | | 22,081.57 | | | | 22,081.57 | | | | | | | | | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Taxes | | $ | - | | | $ | 105,792.12 | | | $ | 105,792.12 | | | | | | | | | | | $ | - | |
Notes
| 1 | - The Debtors have not included copies of Form 6123 and tax returns filed during this period due to thevoluminous nature of these reports. |
| 2 | - The Debtors believe they are paying all undisputed taxes and preparing and filing all returns when dueor obtaining extensions where necessary. |
| 3 | - The Debtors do not own any real property. Real estate taxes paid by the Debtors are paid as part ofan underlying lease obligation and the failure to pay such lease payments would not result in claims by the taxing authority against the Debtors. |
SUMMARY OF UNPAID POST-PETITION DEBTS 1
| | | | | | Number of Days Past Due | | | | |
| | | Current | | | 0-30 | | | 31-60 | | | 61-90 | | | Over 91 | | | Total | |
| Accounts Payable | | $ | - | | | $ | 3,136,686.80 | | | $ | - | | | $ | - | | | $ | - | | | $ | 3,136,686.80 | |
| Wages Payable | | | 0 | | | | - | | | | | | | | | | | | | | | | 0 | |
| Taxes Payable | | | 0 | | | | - | | | | | | | | | | | | | | | | - | |
| Rent/Leases-Building | | | 0 | | | | - | | | | | | | | | | | | | | | | - | |
| Rent/Leases-Equipment | | | | | | | | | | | | | | | | | | | | | | | - | |
| Secured Debt/Adequate Protection Payments | | | | | | | | | | | | | | | | | | | | | | | - | |
| Professional Fees | | | 0 | | | | 916,160.90 | | | | | | | | | | | | | | | | 916,160.90 | |
| Amounts Due to Insiders | | | 0 | | | | 763.34 | | | | | | | | | | | | | | | | 763.34 | |
| Other: | | | | | | | | | | | | | | | | | | | | | | | 0 | |
| Other: | | | | | | | | | | | | | | | | | | | | | | | 0 | |
| Total Post-petition Debts | | $ | - | | | $ | 4,053,611.04 | | | $ | - | | | $ | - | | | $ | - | | | $ | 4,053,611.04 | |
Notes
1 - The Debtors believe they are paying all undisputed post-petition obligations according to terms. Agedamounts represent items subject to valid disputes, and certain items which have been paid subsequent to the end of the reporting period.
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING 1
| Accounts Receivable Reconciliation | | Amount | |
| Total Accounts Receivable at the beginning of the reporting period | | $ | 19,008,553.14 | |
| Plus: Amounts billed during the period | | | 1,376,804.75 | |
| Less: Amounts collected during the period | | | (6,805,640.26 | ) |
| Total Accounts Receivable at the end of the reporting period | | $ | 13,579,717.63 | |
| Accounts Receivable Aging | | 0-30 Days | | | 31-60 Days | | | 61-90 Days | | | 91+ Days | | | Total | |
| 0 - 30 days old | | $ | 4,578,579.47 | | | | | | | | | | | | $ | 4,578,579.47 | |
| 31 - 60 days old | | | 3,238,116.99 | | | | | | | | | | | | | 3,238,116.99 | |
| 61 - 90 days old | | | 2,192,800.63 | | | | | | | | | | | | | 2,192,800.63 | |
| 91+ days old | | | 3,570,220.54 | | | | | | | | | | | | | 3,570,220.54 | |
| Total Accounts Receivable | | | 13,579,717.63 | | | | - | | | | - | | | | - | | | | 13,579,717.63 | |
| | | | | | | | | | | | | | | | | | | | | |
| Less: Bad Debts (Amount considered uncollectible) | | | (2,494,966.87 | ) | | | | | | | | | | | | | | | (2,494,966.87 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Net Accounts Receivable1 | | $ | 11,084,750.76 | | | $ | - | | | $ | - | | | $ | - | | | $ | 11,084,750.76 | |
Notes
1 - The Debtors have not included $7,156,499.98 of accrued accounts receivable that have not yet been invoiced to charterers.
| In re | General Maritime Corporation, et al. | Case No. | 11-15285 |
| | Debtor | Reporting Period: | 11/17/11 - 11/30/11 |
PAYMENTS TO INSIDERS AND PROFESSIONALS
| INSIDERS | |
| NAME | TYPE OF PAYMENT | | AMOUNT PAID | | | TOTAL PAID TO DATE | |
| John Tavlarios | Salary | | $ | 37,500.00 | | | | | |
| John Tavlarios | Expense reimbursement | | | 6,456.35 | | | | | |
| Jeffrey Pribor | Salary | | | 25,961.54 | | | | | |
| John Georgiopoulos | Salary | | | 20,192.31 | | | | | |
| Peter Bell | Salary | | | 20,192.31 | | | | | |
| Milton Gonzales | Salary | | | 14,423.07 | | | | | |
| Brian Kerr | Salary | | | 8,076.93 | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| TOTAL PAYMENTS TO INSIDERS | | $ | 132,802.51 | | | | | |
| PROFESSIONALS | | | | | | | | | | | | | | | |
| NAME | | AMOUNT BILLED | | | AMOUNT PAID | | | TOTAL PAID TO DATE | | | TOTAL BILLED TO DATE | | | TOTAL UNPAID | |
| Kramer Levin Naftalis and Frankel LLP | | $ | 894,543.70 | | | $ | - | | | $ | - | | | $ | 894,543.70 | | | $ | 894,543.70 | |
| Curtis, Mallet-Prevost, Colt & Mosle LLP | | | 21,617.20 | | | | - | | | | - | | | | 21,617.20 | | | | 21,617.20 | |
| Moelis & Co. | | | | | | | - | | | | - | | | | - | | | | - | |
| Deloitte Touche LLP | | | - | | | | - | | | | - | | | | - | | | | - | |
| Deloitte Financial Advisory Services LP | | | - | | | | - | | | | - | | | | - | | | | - | |
| GCG Inc. | | | - | | | | - | | | | - | | | | - | | | | - | |
| White & Case LLP | | | - | | | | - | | | | - | | | | - | | | | - | |
| Kirkland & Ellis LLP | | | - | | | | - | | | | - | | | | - | | | | - | |
| Houlihan Lokey | | | - | | | | - | | | | - | | | | - | | | | - | |
| Lazard Freres & Co. LLC | | | - | | | | - | | | | - | | | | - | | | | - | |
| Jones Day | | | - | | | | - | | | | - | | | | - | | | | - | |
| Lowenstein Sandler PC | | | - | | | | - | | | | - | | | | - | | | | - | |
| Perella Weinberg Partners LP | | | - | | | | - | | | | - | | | | - | | | | - | |
| Constantine Georgiopoulos* | | | - | | | | - | | | | - | | | | - | | | | - | |
| Chalos, O’Connor & Duffy* | | | - | | | | - | | | | - | | | | - | | | | - | |
| Katten Muchen Rosenman LLP* | | | - | | | | - | | | | - | | | | - | | | | - | |
| Reeder & Simpson P.C.* | | | - | | | | - | | | | - | | | | - | | | | - | |
| Wong Partnership* | | | - | | | | - | | | | - | | | | - | | | | - | |
| Goltsblat BLP* | | | - | | | | - | | | | - | | | | - | | | | - | |
| Conyers Dill & Pearman* | | | - | | | | - | | | | - | | | | - | | | | - | |
| Seward & Kissel* | | | - | | | | - | | | | - | | | | - | | | | - | |
| George E. Henries* | | | - | | | | - | | | | - | | | | - | | | | - | |
| TOTAL PAYMENTS TO PROFESSIONALS | | | $ | - | | | $ | - | | | $ | 916,160.90 | | | $ | 916,160.90 | |
*Ordinary course professional retention pending approval.
POST-PETITION STATUS OF SECURED NOTES, LEASES PAYABLE
AND ADEQUATE PROTECTION PAYMENTS 1
| NAME OF CREDITOR | SCHEDULED MONTHLY PAYMENT DUE | | AMOUNT PAID DURING MONTH | |
| DIP Principal | | | $ | - | |
| DIP Interest | | | | 56,875.00 | |
| First Lien Secured Debt Principal | | | | - | |
| First Lien Secured Debt Interest | | | | 3,090,370.36 | |
| Swap Agreement Payments | | | | - | |
| Leases | | | | - | |
| Adequate Assurance Payments - Utilities | | | | - | |
| TOTAL PAYMENTS | | | $ | 3,147,245.36 | |
Notes
1 - Interest payments include fees paid on undrawn portions of credit facilities.
