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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
FOR THE PERIOD FROM ________ TO __________
COMMISSION FILE NUMBER
001-16531
GENERAL MARITIME CORPORATION
-----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF THE MARSHALL ISLANDS 06-159-7083
------------------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
35 WEST 56TH STREET NEW YORK, NY 10019
------------------------------------- -----------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (212) 763-5600
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 and 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 /X/ No / /
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF MAY 15, 2002:
Common Stock, par value $0.01 per share 37,000,000 shares
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GENERAL MARITIME CORPORATION AND SUBSIDIARIES
INDEX
<Table>
<Caption>
PAGE
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 2002
(unaudited) and December 31, 2001 3
Consolidated Statements of Operations
(unaudited) for the three months ended March 31, 2002 and 2001 4
Consolidated Statement of Shareholders' Equity
for the (unaudited) three months ended March 31, 2002 5
Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 2002 and 2001 6
Notes to Consolidated Financial Statements (unaudited) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 25
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 26
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 28
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 28
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 28
ITEM 5. OTHER INFORMATION 28
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 28
SIGNATURES 31
</Table>
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ITEM 1. FINANCIAL STATEMENTS
GENERAL MARITIME CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<Table>
<Caption>
MARCH 31, DECEMBER 31,
2002 2001
---------- ------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash $ 12,177 $ 17,186
Due from charterers 15,200 18,958
Prepaid expenses and other current assets 8,117 7,108
---------- -------------
Total current assets 35,494 43,252
---------- -------------
NONCURRENT ASSETS:
Vessels, net of accumulated depreciation
of $112,474 and $98,947, respectively 771,069 784,596
Other fixed assets, net 984 1,022
Deferred drydock costs, net 6,432 6,349
Deferred financing costs, net 5,682 5,934
Due from charterers 691 756
Goodwill 5,806 5,806
---------- -------------
Total noncurrent assets 790,664 804,463
---------- -------------
TOTAL ASSETS $ 826,158 $ 847,715
========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 5,680 $ 9,082
Accrued interest 392 420
Current portion of long-term debt 73,000 73,000
---------- -------------
Total current liabilities 79,072 82,502
---------- -------------
NONCURRENT LIABILITIES:
Deferred voyage revenue 1,590 2,923
Long-term debt 248,350 266,600
---------- -------------
Total noncurrent liabilities 249,940 269,523
---------- -------------
Total liabilities 329,012 352,025
---------- -------------
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value per share
Authorized 75,000,000; Issued and outstanding
37,000,000 shares at March 31, 2002
and December 31, 2001 370 370
Paid-in capital 415,895 416,095
Retained earnings 80,907 80,332
Accumulated other comprehensive income (loss) (26) (1,107)
---------- -------------
Total shareholders' equity 497,146 495,690
---------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 826,158 $ 847,715
========== =============
</Table>
See notes to consolidated financial statements.
3
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GENERAL MARITIME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<Table>
<Caption>
FOR THE THREE MONTHS
ENDED MARCH 31,
---------------------------
2002 2001
----------- -------------
VOYAGE REVENUES:
Voyage revenues $ 52,966 $ 48,042
----------- -------------
OPERATING EXPENSES:
Voyage expenses 17,312 7,004
Direct vessel expenses 13,878 6,809
General and administrative 2,682 1,399
Depreciation and amortization 14,666 6,881
----------- -------------
Total operating expenses 48,538 22,093
----------- -------------
OPERATING INCOME 4,428 25,949
----------- -------------
INTEREST INCOME (EXPENSE):
Interest income 76 359
Interest expense (3,929) (4,551)
----------- -------------
Net interest expense (3,853) (4,192)
----------- -------------
Net income $ 575 $ 21,757
=========== =============
Basic and diluted earnings per common share:
Net income $ 0.02 $ 1.01
Weighted average shares outstanding 37,000,000 21,452,056
</Table>
See notes to consolidated financial statements.
4
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GENERAL MARITIME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR
THE (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2002
(IN THOUSANDS)
<Table>
<Caption>
ACCUMULATED
OTHER COMPREHENSIVE
COMMON PAID-IN RETAINED COMPREHENSIVE INCOME
STOCK CAPITAL EARNINGS LOSS (LOSS) TOTAL
--------- --------- -------- ------------- ------------- ---------
Balance as of January 1, 2002 $ 370 $ 416,095 $ 80,332 $ (1,107) $ - $ 495,690
Comprehensive income:
Net income 575 - 575 575
Unrealized derivative gains on cash flow hedge 1,081 1,081 1,081
-------------
Comprehensive income $ 1,656
=============
Common stock issuance costs (200) (200)
--------- --------- -------- ------------- ---------
Balance at March 31, 2002 (unaudited) $ 370 $ 415,895 $ 80,907 $ (26) $ 497,146
========= ========= ======== ============= =========
</Table>
See notes to consolidated financial statements.
5
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GENERAL MARITIME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<Table>
<Caption>
FOR THE THREE MONTHS
ENDED MARCH 31,
----------------------------
2002 2001
----------- ---------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income $ 575 $ 21,757
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 14,666 6,881
Changes in assets and liabilities:
Decrease (increase) in due from charterers 3,823 (550)
Increase in prepaid expenses and other assets (669) (898)
Decrease in accounts payable and accrued expenses (2,689) (2,178)
(Decrease) increase in deferred voyage revenue (1,333) 2,209
Deferred drydock costs incurred (767) (167)
----------- ---------
Net cash provided by operating activities 13,606 27,054
----------- ---------
CASH FLOWS USED BY INVESTING ACTIVITIES:
Purchase of other fixed assets (44) (15)
----------- ---------
Net cash used by investing activities (44) (15)
----------- ---------
CASH FLOWS USED BY FINANCING ACTIVITIES:
Decrease in restricted cash - 105
Principal payments on long- term debt (18,250) (19,086)
Increase in deferred financing costs (121) -
Common stock issuance costs paid (200) -
----------- ---------
Net cash used by financing activities (18,571) (18,981)
----------- ---------
Net (decrease) increase in cash (5,009) 8,058
Cash, beginning of year 17,186 23,523
----------- ---------
Cash, end of period $ 12,177 $ 31,581
=========== =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 3,957 $ 4,842
=========== =========
</Table>
See notes to consolidated financial statements.
6
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GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS -- General Maritime Corporation (the "Company") is a provider
of international transportation services of seaborne crude oil principally
within the Atlantic basin. The Company's fleet is comprised of both Aframax and
Suezmax tankers. Most of the Company's vessels are currently operating in the
Atlantic basin, which consists primarily of ports in the Caribbean, South and
Central America, the United States, Western Africa and the North Sea. The
Company operates its business in one business segment, which is the
transportation of international seaborne crude oil.
RECAPITALIZATION PLAN -- The Company's recapitalization was completed as to 14
vessels on June 12, 2001 and is described below. These 14 vessels were owned
directly or indirectly by various limited partnerships. The managing general
partners of the limited partnerships were various companies wholly owned by
Peter C. Georgiopoulos, Chairman and Chief Executive Officer of the Company. The
commercial operations for all of these vessels were conducted by the old General
Maritime Corporation, a Subchapter S Corporation also wholly owned by Peter C.
Georgiopoulos.
As part of the Company's recapitalization, Peter C. Georgiopoulos transferred
the equity interests in the old General Maritime Corporation to the Company
along with the general partnership interests in the vessel owning limited
partnerships in exchange for equity interests in the Company.
In addition, each vessel owner entered into an agreement with the Company with
respect to the recapitalization. Pursuant to these agreements, the vessel owners
delivered the entire equity interest in each vessel to the Company. In exchange,
the Company issued to each vessel owner shares of common stock of the Company.
Accordingly, the financial statements have been prepared as if the
recapitalization had occurred at February 1, 1997, representing the commencement
of operations of the old General Maritime Corporation. It is accounted for in a
manner similar to a pooling of interests as all of the equity interests
delivered in the recapitalization are under common control. The financial
information included herein does not necessarily reflect the consolidated
results of operations, financial position, changes in shareholders' equity and
cash flows of the Company as if the Company operated as a legal consolidated
entity for the periods presented.
For the purposes of determining the number of shares outstanding with respect to
the accompanying financial statements, the Company used the initial public
offering price of $18.00 per share. Under the terms of the Recapitalization Plan
there are certain provisions, which may require a post-closing reallocation of
issued shares between the respective limited partners. This potential
post-closing reallocation is not expected to result in a material change to the
outstanding shares in any of the periods presented.
BASIS OF PRESENTATION -- The accompanying unaudited consolidated financial
statements have been prepared in accordance with the instructions to Form 10-Q
and, therefore, do not include all information and footnotes necessary for a
fair presentation of financial position, results of operations and cash flows in
conformity with accounting principles generally accepted in the United States of
America. However, in the opinion of the management of the Company, all
adjustments (consisting only of normal recurring accruals) necessary for a fair
presentation of financial position and operating results have been included in
the statements. Interim results are not necessarily indicative of results for a
full year. Reference is made to the December 31, 2001 consolidated financial
statements of General Maritime Corporation contained in its 2001 Form 10-K.
Certain reclassifications have been made for consistent presentation.
BUSINESS GEOGRAPHICS -- Non-U.S. operations, which are defined as voyages that
either begin and / or end outside the U.S., accounted for 100% of revenues and
net income. Vessels regularly move between countries in international waters,
over hundreds of trade routes. It is therefore impractical to assign revenues or
earnings from the transportation of international seaborne crude oil products by
geographical area.
PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of General Maritime Corporation and its wholly
owned subsidiaries. All intercompany accounts and transactions have been
eliminated in consolidation.
7
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VOYAGE CHARTERS -- Voyage revenues and voyage expenses relating to time or spot
market charters are recognized on a pro rata basis based on the relative transit
time in each period. Voyage expenses primarily include only those specific costs
which are borne by the Company in connection with spot charters which would
otherwise have been borne by the charterer under time charter agreements. These
expenses principally consist of fuel and port charges. Direct vessel expenses
are recognized when incurred. Demurrage income represents payments by the
charterer to the vessel owner when loading and discharging time exceed the
stipulated time in the spot charter. Demurrage income is recognized in
accordance with the provisions of the respective charter agreements and the
circumstances under which demurrage claims arise.
TIME CHARTERS -- Revenue from time charters, which may include escalation
clauses, are recognized on a straight-line basis over the term of the respective
time charter agreement. Direct vessel expenses are recognized when incurred.
EARNINGS PER SHARE -- Basic earnings per share are computed by dividing net
income by the weighted average number of common shares outstanding at the end of
the cumulative period. Diluted income per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised. Options to purchase common stock have been excluded from the
calculation of earnings per share because the application of the treasury stock
method would make their inclusion antidilutive.
INTEREST RATE RISK MANAGEMENT -- The Company is exposed to the impact of
interest rate changes. The Company's objective is to manage the impact of
interest rate changes on earnings and cash flows of its borrowings. The Company
may use interest rate swaps to manage net exposure to interest rate changes
related to its borrowings and to lower its overall borrowing costs. Significant
interest rate risk management instruments held by the Company during the three
months ended March 31, 2002 and 2001 included pay-fixed swaps. As of March 31,
2002, the Company is party to pay-fixed interest rate swap agreements that
expire in 2006 which effectively convert floating rate obligations to fixed rate
instruments.
RECENT ACCOUNTING PRONOUNCEMENTS -- Effective January 1, 2001, the Company
adopted Statement of Financial Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 133"), and its
corresponding amendments under SFAS No. 138. SFAS 133 requires the Company to
measure all derivatives, including certain derivatives embedded in other
contracts, at fair value and to recognize them in the Consolidated Balance Sheet
as an asset or liability, depending on the Company's rights or obligations under
the applicable derivative contract. For derivatives designated as fair value
hedges in the fair value of both the derivative instrument and the hedged item
are recorded in earnings. For derivatives designated as cash flow hedges, the
effective portions of changes in fair value of the derivative are reported in
the other comprehensive income ("OCI") and are subsequently reclassified into
earnings when the hedged item affects earnings. Changes in fair value of
derivative instruments not designated as hedging instruments and ineffective
portions of hedges are recognized in earnings in the current period. The
adoption of SFAS 133 as of January 1, 2001 did not have a material impact on the
Company's results of operations or financial position. The Company recognized a
charge to OCI of $662 as a result of cumulative effect in accounting change in
relation to the adoption of SFAS No. 133. During June 2001, the Company
terminated its interest rate swap agreements. In August and October 2001, the
Company entered into new interest rate swap agreements (see Note 2). During the
three months ended March 31, 2002 and 2001, the Company recognized a charge to
OCI of $(1,081) and $483, respectively. The aggregate liability in connection
with a portion of the Company's cash flow hedges as of March 31, 2002 was $597
and is presented as a component of accounts payable and accrued expenses; the
aggregate asset in connection with the remainder of the Company's cash flow
hedges as of March 31, 2002 was $571 and is presented as a component of prepaid
expenses and other current assets.
During July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets."
SFAS No. 141 requires the use of the purchase method of accounting for all
business combinations initiated after June 30, 2001. Additionally, this
statement further clarifies the criteria for recognition of intangible assets
separately from goodwill for all business combinations completed after June 30,
2001, as well as requires additional disclosures for business combinations.
SFAS No. 142 requires that goodwill and certain intangible assets acquired after
June 30, 2001 no longer be subject to amortization over their estimated useful
lives. Beginning on January 1, 2002, amortization of all
8
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other goodwill and certain intangible assets will no longer be permitted and the
Company will be required to assess these assets for impairment annually, or more
frequently if circumstances indicate a potential impairment. Furthermore, this
statement provides specific guidance for testing goodwill and certain intangible
assets for impairment. Transition-related impairment losses, if any, which
result from the initial assessment of goodwill and certain intangible assets
would be recognized by the Company as a cumulative effect of accounting change
on January 1, 2002. The Company has not yet determined the impact, if any,
that the adoption of this statement will have on its results of operations or
financial position.
SFAS No. 143, "Accounting for Asset Retirement Obligations" was issued in June
2001. This statement addresses financial accounting and reporting for the
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
has not yet determined the impact, if any, that the adoption of this statement
will have on its results of operations or financial position.
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" was issued in October 2001. SFAS No. 144 replaces SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of." SFAS No. 144 requires that long-lived assets whose
carrying amount is not recoverable from its undiscounted cash flows be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or in discontinued operations.
Therefore, discontinued operations will no longer be measured at net
realizable or include amounts for operating losses that have not yet
occurred. SFAS No. 144 also broadens the reporting of discontinued operations
to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from
the ongoing operations of the entity in a disposal transaction. The
provisions of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001 and are to be applied
prospectively. The adoption of this standard did not have a material effect
on the Company's financial position and results of operations.
9
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2. LONG-TERM DEBT
<Table>
<Caption>
--------------------------------------------------------------------------------------
Long-term debt consists of the following March 31, 2002 December 31, 2001
(unaudited)
--------------------------------------------------------------------------------------
First Credit Facility
Term Loan $ 165,500 $ 177,000
Revolving Credit Facility 51,100 11,100
Second Credit Facility
Term Loan 94,750 101,500
Revolving Credit Facility 10,000 50,000
---------- -----------------
Total $ 321,350 $ 339,600
Less: Current portion of long term debt 73,000 73,000
---------- -----------------
Long term debt $ 248,350 $ 266,600
--------------------------------------------------------------------------------------
</Table>
At the time of the Company's recapitalization on June 12, 2001, the Company's
subsidiaries were party to 12 loan facilities, which consisted of senior and
junior facilities, with aggregate outstanding principal balances of
approximately $217,850. Interest rates under these loan facilities were adjusted
quarterly and ranged from 1.125% to 3.0% above the London Interbank Offered Rate
("LIBOR"). Interest rates during the three months ended March 31, 2001 ranged
from 6.0% to 8.8% and 7.9% to 10.0% under the senior and junior loan facilities,
respectively.
The Company had entered into interest rate swap agreements to manage interest
costs and the risk associated with changing interest rates. The Company had
outstanding ten interest rate swap agreements with foreign banks at December 31,
2000. These agreements effectively fixed the Company's interest rate exposure on
its senior and junior loan facilities, which are based on LIBOR to fixed rates
ranging from 6.2% to 7.0%. The differential to be paid or received was
recognized as an adjustment to interest expense as incurred.
On June 15, 2001, all 12 loan facilities were fully repaid, $70,100 from the
proceeds of the Company's Initial Public Offering and the remainder with
borrowings made under a new credit facility (the "First Credit Facility"). The
Company wrote off the unamortized deferred loan costs aggregating $1,184
associated with those facilities as an extraordinary expense. In June 2001, the
Company terminated all of its interest rate swap agreements by paying the
counterparties an aggregate amount of $1,822. This termination has been recorded
in the statement of operations as other expense.
In June 2001 the Company entered into two new credit facilities. The First
Credit Facility is comprised of a $200,000 term loan and a $100,000 revolving
loan. The First Credit Facility matures on June 15, 2006. The term loan is
repayable in quarterly installments. The principal of the revolving loan is
payable at maturity. The First Credit Facility bears interest at LIBOR plus
1.5%. The Company must pay a fee of 0.625% per annum on the unused portion of
the revolving loan on a quarterly basis. As of March 31, 2002, the Company had
$165,500 outstanding on the term loan and $51,100 outstanding on the revolving
loan. The Company's obligations under the First Credit Facility are secured by
20 vessels, with an aggregate carrying value of $507,254 at March 31, 2002.
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On June 27, 2001, the Company entered into an additional credit facility (the
"Second Credit Facility") consisting of a $115,000 term loan and a $50,000
revolving loan. The Second Credit Facility maturity date is June 27, 2006. The
term loan is repayable in quarterly installments. The principal of the revolving
loan is payable at maturity. The Second Credit Facility bears interest at LIBOR
plus 1.5%. The Company must pay a fee of 0.625% per annum on the unused portion
of the revolving loan on a quarterly basis. As of March 31, 2002, the Company
had $94,750 outstanding on the term loan and $10,000 outstanding on the
revolving loan. The Company's obligations under the Second Credit facility
agreements are secured by nine vessels with a carrying value of approximately
$263,815 at March 31, 2002.
In August and October 2001, the Company entered into interest rate swap
agreements with a foreign banks to manage interest costs and the risk associated
with changing interest rates. At their inception, these swaps had notional
principal amounts equal to 50% the Company's outstanding term loans, described
below. The notional principal amounts amortize such that the outstanding
notional principal amount of the swaps is always equal to 50% of the outstanding
term loans. The interest rate swap agreement entered into during August 2001
hedges the First Credit Facility, described below, to a fixed rate of 6.25%.
This swap agreement terminates on June 15, 2006. The interest rate swap
agreement entered into during October 2001 hedges the Second Credit Facility,
described below, to a fixed rate of 5.485%. This swap agreement terminates on
June 27, 2006. The differential to be paid or received for these swap agreements
is recognized as an adjustment to interest expense as incurred. As of March 31,
2002, the outstanding notional principal amount on the swap agreements entered
into during August 2001 and October 2001 are $82,750 and $47,375, respectively.
The terms and conditions of the First and Second Credit Facilities require
compliance with certain restrictive covenants, which the Company feels are
consistent with loan facilities incurred by other shipping companies. Under the
credit facilities, the Company is required to maintain certain ratios such as:
vessel market value to loan outstanding, EBITDA to net interest expense and to
maintain minimum levels of working capital.
Interest expense pertaining to interest rate swaps for the three months ended
March 31, 2002 and 2001 was $888 and $59, respectively.
Based on borrowings as of March 31, 2002 aggregate maturities without any
mandatory prepayments under the First Credit Facility and Second Credit Facility
are the following:
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------------------
Year Ending December 31: First Credit Facility Second Credit Facility Total
- ----------------------------------------------------------------------------------------------------------------
Revolving Revolving
Credit Credit
Term Loan Facility Term Loan Facility
2002 (April 1 - December 31, 2002) $34,500 $ - $ 20,250 $ - $ 54,750
2003 41,000 - 21,500 - 62,500
2004 36,000 - 16,000 - 52,000
2005 36,000 - 16,000 - 52,000
2006 18,000 51,100 21,000 10,000 110,100
--------- --------- --------- --------- ---------
Total $ 165,500 $ 51,100 $ 94,750 $ 10,000 $ 321,350
========= ========= ========= ========= =========
- ----------------------------------------------------------------------------------------------------------------
</Table>
3. LEGAL PROCEEDINGS
The Company or its subsidiaries are party to the following legal
proceedings which arose from matters incidental to its business.
11
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General Maritime time chartered one of its vessels in September 1997,
for a period of four years plus or minus 30 days. Under the charter, the Company
had the right to cancel the balance of the charter at any time after its second
anniversary date upon 90 days' written notice with a payment of $1,000 to the
charterer, which payment has been made by the Company. On October 2, 2000, the
Company gave notice to the charterer that this option was being exercised.
Subsequently, it was calculated that redelivery was to take place on February 2,
2001. In January 2001, the charterer indicated that it was not possible to
complete a laden voyage by such date. The charterer asserted that the vessel
would not have to be redelivered until February 24, 2001, which would permit it
time to conduct an additional voyage. The charterer demanded arbitration and,
under protest, redelivered the vessel to the Company on January 14, 2001. The
charterer has alleged that it is entitled to damages in the amount of $1,943,
exclusive of interest and costs, as a result of its inability to commence and
complete another voyage. The Company's position is that pursuant to the terms of
the charter and the existing law, the charterer was not entitled to commence
another voyage if the vessel could not reasonably be redelivered prior to the
redelivery date. The Company believes that the charterer's anticipatory breach
of the charter has damaged it. The parties agreed to arbitration in the State of
New York and nominated a sole arbitrator. The parties have exchanged
correspondence expressing differing views of the law and the facts of the matter
and have made various settlement offers. At a hearing held before the arbitrator
on October 3, 2001, the charterer presented witnesses and other evidence in
support of its claim. A second hearing was held on November 20, 2001, at which
the Company presented witnesses in support of its claim. Both sides have
notified the arbitrator that they do not intend to call any more witnesses, and
the parties are awaiting a schedule for the submission of briefs to the
arbitrator.
On March 14, 2001, one of the Company's vessels experienced severe
weather while unloading at the BP Amoco Co. terminal in Texas City, Texas. As a
result of heavy winds, the vessel became separated from the terminal. The
terminal's loading arms were damaged and there was a discharge of approximately
200 to 300 barrels of oil. The U.S. Coast Guard has determined that this oil
originated from the terminal and that BP Amoco is the responsible party for the
discharge under the Oil Pollution Act of 1990, although BP Amoco retains a right
of contribution against the vessel. On March 16, 2001, BP Amoco Corporation, BP
Amoco Oil Co. and Amoco Oil Company filed a lawsuit in the United States
District Court for the Southern District of Texas, Galveston Division, against
the Company, seeking damages in the amount of $1,500. The protection and
indemnity association for this vessel, which provides insurance coverage for
such incidents, issued a letter to BP Amoco Co., et al. guaranteeing the payment
of up to $1,500 for any damages for which this vessel may be found liable in
order to prevent the arrest of the vessel. On or about August 3, 2001, Valero
Refining Company-Texas and Valero Marketing & Supply Co., co-lessors with BP
Amoco of the BP Amoco terminal and the voyage charterer of the vessel,
intervened in the above-referenced lawsuit, asserting claims against the Company
and BP Amoco in the aggregate amount of approximately $3,200. On or about
September 28, 2001, BP Amoco filed a second amended complaint, increasing the
aggregate amount of its claims against the defendants, including General
Maritime, from $1,500 to approximately $3,200. BP Amoco asserted that such
increase is due to subsequent demurrage claims made against BP Amoco by other
vessels whose voyages were delayed or otherwise affected by the incident. The
Company believes that the claims asserted by BP Amoco are generally the same as
those asserted by Valero Refining Company-Texas and Valero Marketing & Supply
Co. and that, as a result, the aggregate amount of such claims taken together
will be approximately $3,200. A counterclaim has been filed on behalf of the
Defendants against the BP Amoco and Valero plaintiffs in the approximate amount
of $25. On October 30, 2001, these two civil actions were consolidated and on
December
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26, 2001, a complaint for damages in an unspecified amount due to personal
injuries from the inhalation of oil fumes was filed by certain individuals
against the Company and BP Amoco. These personal injury plaintiffs filed an
amended complaint on January 24, 2002, adding another individual as a plaintiff
and asserting a claim against the Company for punitive damages. General Maritime
believes that the claim for punitive damages is without merit. On February 27,
2002, Southern States Offshore, Inc. filed an independent suit against BP Amoco,
General Maritime, United Overseas Tankers and Valero seeking damages sustained
by the M/V SABINE SEAL, which is owned and operated by Southern States Offshore
and was located adjacent to the Amoco dock on the day of the spill, and for
maintenance and cure paid to the individual personal injury claimants who were
members of the crew of the SABINE SEAL. The amount of the claim is estimated to
be approximately $100,000. This action has now been consolidated with the other
claims. The case is currently scheduled for a trial beginning on February 18,
2003. With the possible exception of the claim for punitive damages, all of the
claims asserted against the Company appear to be covered by insurance.
Accordingly, the Company believes that this incident will have no material
effect on its consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
This report contains forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward looking statements are based on management's current expectations
and observations. Included among the factors that, in our view, could cause
actual results to differ materially from the forward looking statements
contained in this report are the following: changes in demand or a material
decline in rates in the tanker market; changes in production of or demand for
oil and petroleum products, generally or in particular regions; greater than
anticipated levels of tanker newbuilding orders or lower than anticipated rates
of tanker scrapping; changes in rules and regulations applicable to the tanker
industry, including, without limitation, legislation adopted by international
organizations such as the International Maritime Organization and the European
Union or by individual countries; actions taken by regulatory authorities;
changes in trading patterns significantly impacting overall tanker tonnage
requirements; changes in the seasonal variations in tanker charter rates;
changes in the cost of other modes of oil transportation; changes in oil
transportation technology; increases in costs including but not limited to: crew
wages, insurance, provisions, repairs and maintenance; changes in general
domestic and international political conditions; changes in the condition of the
Company's vessels or applicable maintenance or regulatory standards (which may
affect, among other things, our anticipated dry docking costs); and other
factors listed from time to time in our filings with the Securities and Exchange
Commission including, without limitation, our Annual Report on Form 10-K for the
year ended December 31, 2001.
The following is a discussion of our financial condition and results of
operations for the three months ended March 31, 2002 and 2001. You should
consider the foregoing when reviewing the consolidated financial statements and
this discussion. You should read this section together with the consolidated
financial statements including the notes to those financial statements for the
periods mentioned above.
13
<Page>
RESULTS OF OPERATIONS
<Table>
<Caption>
THREE MONTHS ENDED
-------------------------
MARCH-02 MARCH-01
---------- ----------
INCOME STATEMENT DATA
(Dollars in thousands, except share data)
Voyage revenues $ 52,966 $ 48,042
Voyage expenses (17,312) (7,004)
---------- ----------
Net voyage revenues 35,654 41,038
Direct vessel expenses 13,878 6,809
General and administrative expenses 2,682 1,399
Depreciation and amortization 14,666 6,881
---------- ----------
Operating income 4,428 25,949
Net interest expense 3,853 4,192
---------- ----------
Net Income $ 575 $ 21,757
========== ==========
Basic and diluted earnings per share: ---------- ----------
Net income $ 0.02 $ 1.01
========== ==========
Weighted average shares outstanding, thousands 37,000 21,452
<Caption>
3 MONTHS ENDED 12 MONTHS ENDED
-------------------------------
BALANCE SHEET DATA, at end of period MARCH-02 DECEMBER-01
---------- ----------
(Dollars in thousands)
Cash $ 12,177 $ 17,186
Current assets, including cash 35,494 43,252
Total assets 826,158 847,715
Current liabilities, including current portion of long-term debt 79,072 82,502
Current portion of long-term debt 73,000 73,000
Total long-term debt, including current portion 321,350 339,600
Shareholders' equity 497,146 495,690
<Caption>
THREE MONTHS ENDED
-------------------------
MARCH-02 MARCH-01
---------- ----------
OTHER FINANCIAL DATA
(dollars in thousands)
Adjusted EBITDA (1) $ 19,094 $ 32,830
Net cash provided byoperating activities 13,606 27,054
Net cash provided (used) by investing activities (44) (15)
Net cash provided (used) by financing activities (18,571) (18,981)
Capital expenditures
Vessel purchases, including deposits - -
Drydocking (767) (167)
Weighted average long-term debt 335,038 228,564
FLEET DATA
Total number of vessels at end of period 29 14
Average number of vessels(2) 29.0 14.0
Total voyage days for fleet(3) 2,529 1,245
Total calendar days for fleet(4) 2,610 1,260
Fleet utilization(5) 96.9% 98.8%
AVERAGE DAILY RESULTS
Time Charter equivalent(6) 14,098 32,962
Total vessel operating expenses(7) 6,345 6,514
Adjusted EBITDA 7,316 26,055
</Table>
14
<Page>
(1) Adjusted EBITDA represents net voyage revenues less direct vessel
expenses and general and administrative expenses excluding other income
or expenses. Adjusted EBITDA is included because it is used by certain
investors to measure a company's financial performance. Adjusted EBITDA
is not an item recognized by GAAP, and should not be considered as an
alternative to net income or any other indicator of our performance
required by GAAP. The definition of Adjusted EBITDA used here may not be
comparable to that used by other companies.
(2) Average number of vessels is the number of vessels that constituted our
fleet for that year, as measured by the sum of the number of days each
vessel was part of our fleet during the year divided by the number of
calendar days in that year.
(3) Voyage days for fleet are the total days our vessels were in our
possession net of offhire days associated with major repairs,
drydockings or special surveys.
(4) Calendar days are the total days the vessels were in our possession
including offhire days associated with major repairs, drydockings or
special surveys.
(5) Fleet utilization is the percentage of time that our vessels were
available for revenue generating voyage days, and is determined by
dividing revenue generating voyage days by calendar days.
(6) Time charter equivalent, or TCE, is a measure of the average daily
revenue performance of a vessel on a per voyage basis. Our method of
calculating TCE is consistent with industry standards and is determined
by dividing net voyage revenue by voyage days for a time period. Net
voyage revenues are voyage revenues minus voyage expenses. Voyage
expenses primarily consist of port, canal and fuel costs that are unique
to a particular voyage, which otherwise would be paid by the charterer
under a time charter contract.
(7) Total vessel operating expenses are our total expenses associated with
operating our vessels. We determine total vessel operating expenses by
dividing the sum of direct vessel expenses and general and
administrative expenses by calendar days.
For discussion and analysis purposes only, we evaluate performance using
net voyage revenues. Net voyage revenues are voyage revenues minus voyage
expenses. Voyage expenses primarily consist of commissions, port, canal and fuel
costs that are unique to a particular voyage, which would otherwise be paid by a
charterer under a time charter. We believe that presenting voyage revenues, net
of voyage expenses, neutralizes the variability created by unique costs
associated with particular voyages or the deployment of vessels on time charter
or on the spot market and presents a more accurate representation of the
revenues generated by our vessels.
We actively manage the deployment of our fleet between spot charters,
which generally last from several days to several weeks, and time charters,
which can last up to several years. A spot charter is generally a contract to
carry a specific cargo from a load port to a discharge port for an agreed upon
total amount. Under spot charters, we pay voyage expenses such as port, canal
and fuel costs. A time charter is generally a contract to charter a vessel for a
fixed period of time at a set daily rate. Under time charters, the charterer
pays voyage expenses such as port, canal and fuel costs. We primarily operate in
the Atlantic basin, which includes ports in the Caribbean, South and Central
America, the United States, Western Africa and the North Sea. We also currently
operate vessels in the Black Sea and in other regions which we believe enable us
to take advantage of market opportunities and to position our vessels in
anticipation of drydockings.
We strive to optimize the performance of our fleet through the
deployment of our vessels in both time charters and in the spot market. Vessels
operating on time charters provide more predictable cash flows, but can yield
lower profit margins than vessels operating in the spot market during periods
characterized by favorable market conditions. Vessels operating in the
15
<Page>
spot market generate revenues that are less predictable but may enable us to
capture increased profit margins during periods of improvement in tanker rates.
In the past we have also deployed our vessels on bareboat contracts
whereby we lease vessels for a set period of time and the charterer bears all
operating expenses including crew and drydocking costs. Although revenues and
net voyage revenues are lower under this type of contract, operating income is
generally equivalent to operating income generated from time charters during
comparable periods.
Our voyage revenues and voyage expenses are recognized ratably over the
duration of the voyages and the lives of the charters, while direct vessel
expenses are recognized when incurred. We recognize the revenues of time
charters that contain rate escalation schedules at the average rate during the
life of the contract. Time charter equivalent, or "TCE," rates are calculated by
dividing net voyage revenue by the aggregate number of vessel operating days
that we owned each vessel. We also generate demurrage revenue, which represents
fees charged to charterers associated with our spot voyages when the charterer
exceeds the agreed upon time required to load or discharge a cargo. Corporate
income and expenses, which include general and administrative and net interest
expense, are allocated to vessels on a pro rata basis based on the number of
months that a vessel was owned. Daily direct vessel operating expenses and daily
general and administrative expenses are calculated by dividing the total
expenses by the aggregate number of calendar days that we owned each vessel for
the period.
We depreciate our vessels on a straight-line basis over their estimated
useful lives determined to be 25 years from the date of their initial delivery
from the shipyard. Depreciation is based on cost less the estimated residual
scrap value of $125 per lightweight ton. We capitalize the total costs
associated with a drydock and amortize these costs on a straight-line basis over
the period between drydockings. In the event that a vessel undergoes a
drydocking prior to its original projected drydocking date, thereby reducing the
period between drydockings, the remaining unamortized costs of the previous
drydocking will be expensed during that period. If a vessel's original projected
drydocking date is revised, the amortization associated with that vessel will be
amended to reflect the revised remaining period between drydockings. Our
expenditures for major maintenance and repairs are capitalized if the work
extends the operating life of the vessel or materially improves the vessel's
performance, otherwise costs are expensed as incurred. In such instances, total
expenditures associated with replaced parts are capitalized, less the
depreciated value of the old part being replaced, and are depreciated on a
straight line basis over the shorter of the remaining life of the new part or
vessel.
16
<Page>
Margin analysis for the indicated items as a percentage of net voyage
revenues for three months ended March 31, 2002 and 2001 is set forth in the
table below.
INCOME STATEMENT MARGIN ANALYSIS
(% OF NET VOYAGE REVENUES)
<Table>
<Caption>
THREE MONTHS ENDED
----------------------
MARCH-02 MARCH-01
-------- --------
INCOME STATEMENT DATA
Net voyage revenues (1) 100% 100%
Direct vessel expenses 38.9% 16.6%
General and administrative expenses 7.5% 3.4%
Depreciation and amortization 41.1% 16.8%
-------- --------
Total operating expenses 87.6% 36.8%
-------- --------
Operating income 12.4% 63.2%
Net interest expense 10.8% 10.2%
Income before extraordinary expense 1.6% 53.0%
Extraordinary expense 0.0% 0.0%
-------- --------
Net Income 1.6% 53.0%
======== ========
Adjusted EBITDA 53.6% 80.0%
</Table>
(1) Net voyage revenues are voyage revenues minus voyage expenses. Voyage
expenses primarily consist of commissions, port, canal and fuel costs that
are unique to a particular voyage, which would otherwise be paid by a
charterer under a time charter.
<Table>
<Caption>
THREE MONTHS ENDED (IN THOUSANDS)
----------------------------------
MARCH 31, 2002 MARCH 31, 2001
-------------- --------------
Voyage revenues $ 52,966 $ 48,042
Voyage expenses (17,312) (7,004)
-------------- --------------
NET VOYAGE REVENUES $ 35,654 $ 41,037
============== ==============
</Table>
"Same Fleet" data consists of financial and operational data only from
those vessels that were part of our fleet for both complete periods under
comparison. Management believes that this presentation facilitates a more
accurate analysis of operational and financial performance of vessels after they
have been completely integrated into the our operations. Same Fleet data is
provided for comparison of the periods for the three months ended March 31, 2002
and 2001. The vessels which comprise the Same Fleet for periods not directly
compared are not necessarily the same. As a result, comparison of Same Fleet
data provided for periods which are not directly compared in the table below
will not yield meaningful results.
17
<Page>
SAME FLEET ANALYSIS
<Table>
<Caption>
THREE MONTHS ENDED
-------------------------------
MARCH 31, 2002 MARCH 31, 2001
-------------- --------------
INCOME STATEMENT DATA
(Dollars in thousands, except share data)
Voyage revenue $ 26,292 $ 48,042
Voyage expenses (7,081) (7,004)
-------------- --------------
NET VOYAGE REVENUES 19,210 41,037
Direct vessel expenses 7,136 6,809
INCOME STATEMENT MARGIN ANALYSIS
(% of net voyage revenues)
Direct vessel expenses 37.1% 16.6%
Adjusted EBITDA 56.1% 80.0%
OTHER FINANCIAL DATA
(Dollars in thousands)
Adjusted EBITDA 10,779 32,829
FLEET DATA
Weighted average number of vessels 14.0 14.0
Total calendar days for fleet 1,260 1,260
Total voyage days for fleet 1,254 1,245
Total time charter days for fleet 432 505
Total spot market days for fleet 822 740
Fleet utilization 99.5% 98.8%
AVERAGE DAILY RESULTS
TCE 15,319 32,962
Direct vessel expenses 5,664 5,404
Adjusted EBITDA 8,555 26,055
</Table>
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2001
VOYAGE REVENUES -- Voyage revenues increased by $4.9 million, or 10.3%, to $53.0
million for the three months ended March 31, 2002 compared to $48.1 million for
the three months ended March 31, 2001. This increase is due to the increase in
the number of vessels in our fleet during the three months ended March 31, 2002
compared to 2001 as the overall spot freight market was weaker during the three
months ended March 31, 2002 compared to the prior period. The average size of
our fleet during those periods increased 107% to 29.0 (24.0 Aframax, 5.0
Suezmax) tankers during 2002 compared to 14.0 tankers (9.0 Aframax, 5.0 Suezmax)
during 2001.
VOYAGE EXPENSES -- Voyage expenses increased $10.3 million, or 147 %, to $17.3
million for the three months ended March 31, 2002 compared to $7.0 million for
the three months ended March 31, 2001. This increase is primarily due to the
increase in the number of vessels in our fleet as well as the mix of deployment
of our vessels operating on time charter contracts or in the spot market.
18
<Page>
NET VOYAGE REVENUES -- Net voyage revenues, which are voyage revenues minus
voyage expenses, decreased by $5.3 million, or 13.1%, to $35.7 million for the
three months ended March 31, 2002 compared to $41.0 million for the three months
ended March 31, 2001. This decrease is due to the overall weaker spot freight
rate market during the three months ended March 31, 2002 compared to the prior
year period. The average size of our fleet increased 107% to 29.0 tankers for
the three months ended March 31, 2002 compared to 14.0 tankers for the prior
year period, while our average TCE rates declined 57.2% to $14,098 compared to
$32,962 for the same periods. We continued to experience downward pressure on
our average TCE rates during April 2002. The total decrease in our net voyage
revenues of $5.3 million resulted from a decrease of $21.8 million in our Same
Fleet revenues and $16.5 million in net voyage revenues generated from vessels
that are not considered Same Fleet vessels. Vessels that are not considered Same
Fleet vessels are the vessels we acquired during 2001: the GENMAR ALEXANDRA,
GENMAR HECTOR, GENMAR PERICLES, WEST VIRGINIA, KENTUCKY and GENMAR SPIRIT in
June, the STAVANGER PRINCE, GENMAR NESTOR, GENMAR STAR, GENMAR TRUST, GENMAR
CHAMPION and GENMAR LEONIDAS in July, and the GENMAR TRADER, GENMAR ENDURANCE
and GENMAR CHALLENGER in August. Our fleet consisted of 29 vessels (24 Aframax,
five Suezmax) for the three months ended March 31, 2002 compared to 14 vessels
(nine Aframax, five Suezmax) for the three months ended March 31, 2001.
ON AN OVERALL FLEET BASIS:
- Average daily time charter equivalent rate per vessel decreased by
$18,864, or 57.2%, to $14,098 for the three months ended March 31, 2002
($14,312 Aframax, $13,095 Suezmax) compared to $32,962 for the three
months ended March 31, 2001 ($32,668 Aframax, $33,493 Suezmax).
- $9.6 million, or 27.0%, of net voyage revenue was generated by time
charter contracts ($9.6 million Aframax, $0.0 Suezmax) and $26.0
million, or 73.0%, was generated in the spot market ($20.2 million
Aframax, $5.8 million Suezmax) for the three months ended March 31,
2002, compared to $14.2 million, or 34.6%, of our net voyage revenue
generated by time charter contracts ($11.8 million Aframax, $2.4 million
Suezmax), and $26.8 million, or 65.4%, generated in the spot market
($14.4 million Aframax, $12.4 million Suezmax) for the three months
ended March 31, 2001.
- Vessels operated an aggregate of 540 days, or 21.4 %, on time charter
contracts (540 days Aframax, 0 days Suezmax) and 1,989 days, or 78.6%,
in the spot market (1,545 days Aframax, 444 days Suezmax) for the three
months ended March 31, 2002, compared to 505 days, or 40.6%, on time
charter contracts (408 days Aframax, 97 days Suezmax) and 740 days, or
59.4%, in the spot market (394 days Aframax, 346 days Suezmax) for the
three months ended March 31, 2001.
- Average daily time charter rates were $17,852 for the three months ended
March 31, 2002 ($17,852 Aframax, $0 Suezmax) compared to average daily
time charter rates of $28,100 for the three months ended March 31, 2001
($28,873 Aframax, $24,851 Suezmax). This decrease is primarily due to
the expiration of some of our time charter contracts and the rates
associated with the remaining time charter contracts.
- Average daily spot rates were $13,079 for the three months ended March
31, 2002 ($13,075 Aframax, $13,095 Suezmax), compared to average daily
spot rates of $36,279 for the three months ended March 31, 2001 ($36,599
Aframax, $35,915 Suezmax).
19
<Page>
The following summarizes the portion of the Company's fleet that was on
time charter as of March 31, 2002:
<Table>
<Caption>
---------------------------------------------------------------------------------------------
Vessel Expiration Date Average Daily Rate(1)
---------------------------------------------------------------------------------------------
Genmar Boss* September 24, 2002(2) Market Rate(3)
Genmar Alexandra February 20, 2003(2) Market Rate(4)
Genmar George* May 24, 2003(5) $ 20,000
Genmar Ajax* August 12, 2003 $ 23,000
---------------------------------------------------------------------------------------------
</Table>
* "Same Fleet" vessel
(1) Includes commissions of 1.25%.
(2) Termination date is plus or minus 15 days.
(3) The charter provides for a floating rate based on weekly
spot market related rates.
(4) The charter provides for a floating rate based on weekly
spot market related rates which can be no less than
$16,000 per day and no more than $22,000 per day.
(5) Termination date is plus or minus 30 days.
The time charter contracts for the Stavanger Prince, Genmar Commander
and Genmar Sun expired on January 7, February 5, and February 25, 2002,
respectively, and those vessels are currently operating on the spot market. We
are seeking opportunities to increase the number of our vessels on time
charters, but only expect to enter into additional time charters if we can
obtain rates that we consider provide us with an appropriate return.
Of our net voyage revenues of $35.7 million for the three months ended
March 31, 2002, $19.2 million was attributable to our Same Fleet. Same Fleet for
the three months ended March 31, 2002 and 2001 consisted of 14 vessels (nine
Aframax, five Suezmax). Same Fleet net voyage revenues decreased by $21.8
million, or 53.2%, to $19.2 million for the three months ended March 31, 2002
compared to $41.0 million for the three months ended March 31, 2001. This
decrease is attributable to decreases in our average spot and time charter
tanker rates for the three months ended March 31, 2002 compared to those for the
three months ended March 31, 2001
ON A SAME FLEET BASIS:
- Average daily time charter equivalent rate per vessel decreased by
$17,642, or 53.5%, to $15,319 for the three months ended March 31, 2002
($16,539 Aframax, $13,095 Suezmax) compared to $32,962 for the three
months ended March 31, 2001 ($32,668 Aframax, $33,493 Suezmax).
- $8.0 million, or 41.6%, of net voyage revenue was generated by time
charter contracts ($8.0 million Aframax, $0 Suezmax) and $11.2 million,
or 58.4%, was generated in the spot market ($5.4 million Aframax, $5.8
million Suezmax) for the three months ended March 31, 2002, compared to
approximately $14.2 million, or 34.6 %, of our net voyage revenue
generated by time charter contracts ($11.8 million Aframax, $2.4 million
Suezmax), and $26.8 million, or 65.4%, generated in the spot market
($14.4 million Aframax, $12.4 million Suezmax) for the three months
ended March 31, 2001.
20
<Page>
- Vessels operated an aggregate of 432 days, or 34.5%, on time charter
contracts (432 days Aframax, 0 days Suezmax) and 822 days or 65.5%, in
the spot market (378 days Aframax, 444 days Suezmax) for the three
months ended March 31, 2002, compared to 505 days, or 40.6%, on time
charter contracts (408 days Aframax, 97 days Suezmax) and 740 days, or
59.4%, in the spot market (394 days Aframax, 346 days Suezmax) for the
three months ended March 31, 2001.
- Average daily time charter rates were $18,500 for the three months ended
March 31, 2002 ($18,500 Aframax, $0 Suezmax) compared to average daily
time charter rates of $28,100 for the three months ended March 31, 2001
($28,873 Aframax, $24,851 Suezmax). This decrease is due to the
expiration of some or our time charter contracts and the introduction of
new contracts that reflect the time charter rates prevalent at that
time.
- Average daily spot rates were $13,648 for the three months ended March
31, 2002 ($14,297 Aframax, $13,095 Suezmax), compared to average daily
spot rates of $36,279 for the three months ended March 31, 2001 ($36,599
Aframax, $35,915 Suezmax
DIRECT VESSEL EXPENSES -- Direct vessel expenses, which include crew costs,
provisions, deck and engine stores, lubricating oil, insurance, maintenance and
repairs increased by $7.1 million, or 103% to $13.9 million for the three months
ended March 31, 2002 compared to $6.8 million for the three months ended March
31, 2001. This increase is primarily due to the growth of our fleet, which
increased 107% for the same periods. On a daily basis, direct vessel expenses
per vessel decreased by $87, or 1.6 % to $5,317 for the three months ended March
31, 2002 ($5,202 Aframax, $5,874 Suezmax) compared to $5,404 for the three
months ended March 31, 2001 ($5,070 Aframax, $6,005 Suezmax) primarily as the
result of the timing of purchases, repairs and services within the period. Same
Fleet direct vessel expenses increased $0.3 million, or 4.8%, to approximately
$7.1 million for the three months ended March 31, 2002 compared to $6.8 million
the three months ended March 31, 2001. This increase is primarily the result of
increases in insurance costs, as well as the timing of purchases, services and
repairs within the period. On a daily basis, Same Fleet direct vessel expenses
per vessel increased $259, or 4.8 % to $5,664 ($5,547 Aframax, $5,874 Suezmax)
compared to $5,404 ($5,070 Aframax, $6,005 Suezmax) for the three months ended
March 31, 2002 compared to the three months ended March 31, 2001. Our direct
vessel expenses depend on a variety of factors, many which are beyond our
control and affect the entire shipping industry. We anticipate that daily direct
vessel operating expenses will increase during 2002 primarily due to increases
in insurance costs and enhanced security measures implemented after September
11, 2001 as well as increases in maintenance and repairs.
GENERAL AND ADMINISTRATIVE EXPENSES -- General and administrative expenses
increased by $1.3 million, or 91.8 %, to $2.7 million for the three months ended
March 31, 2002 compared to $1.4 million for the three months ended March 31,
2001. This increase is primarily due to an increase in payroll expenses
including the increase in the number of personnel in connection with the growth
of our fleet for three months ended March 31, 2002 compared to the three months
ended March 31, 2001. Daily general and administrative expenses decreased $82 or
7.4% to $1,028 for the three months ended March 31, 2002 compared to $1,110 for
the three months ended March 31,.
DEPRECIATION AND AMORTIZATION -- Depreciation and amortization, which include
depreciation of vessels as well as amortization of dry docking, special survey
costs and loan fees, increased by $7.8 million, or 113 %, to $14.7 million for
the three months ended March 31, 2002
21
<Page>
compared to $6.9 million for the three months ended March 31, 2001. This
increase is primarily due to the growth of our fleet as well as an additional
amortization of approximately $0.2 million in drydocking costs for the three
months ended March 31, 2002 compared to the three months ended March 31, 2001.
NET INTEREST EXPENSE -- Net interest expense decreased by $0.3 million, or 8.1
%, to $3.9 million for the three months ended March 31, 2002 compared to $4.2
million for the three months ended March 31, 2001. This decrease is the result
of the lower interest rate environment as well as the refinancing of our
previous loans into our existing two credit facilities associated with our
variable interest rate debt. Our weighted average debt increased 46.5% to
approximately $335 million during the three months ended March 31, 2002 compared
to approximately $229 million for the same period during 2001.
NET INCOME -- Net income was $575,000 for the three months ended March 31, 2002
compared to net income of $21.8 million for the three months ended March 31,
2001.
LIQUIDITY AND CAPITAL RESOURCES
Since our formation, the principal source of funds has been equity
financings, cash flows from operating activities and long-term borrowings. The
principal use of funds has been capital expenditures to establish and grow our
fleet, maintain the quality of our vessels, comply with international shipping
standards and environmental laws and regulations, fund working capital
requirements and make principal repayments on outstanding loan facilities. We
expect to rely upon operating cash flows as well as long-term borrowings, and
future offerings to implement our growth plan. We believe that our current cash
balance as well as cash flows from operating activities and available borrowings
under our credit facilities will be sufficient to meet our liquidity needs for
the next year.
Our practice has been to acquire vessels using a combination of funds
received from equity investors and bank debt secured by mortgages on our
vessels, as well as shares of our common stock. Our business is capital
intensive and its future success will depend on our ability to maintain a
high-quality fleet through the acquisition of newer vessels and the selective
sale of older vessels. These acquisitions will be principally subject to
management's expectation of future market conditions as well as our ability to
acquire vessels on favorable terms.
Cash decreased to $12.2 million as of March 31, 2002 compared to $17.2
million as of December 31, 2001. Working capital is current assets minus current
liabilities, including the current portion of long-term debt. Working capital
deficit was $43.6 million as of March 31, 2002, compared to a working capital
deficit of $39.3 million as of December 31, 2001. The current portion of
long-term debt included in our current liabilities was $73.0 million as of March
31, 2002 and December 31, 2001.
Adjusted EBITDA, as defined in NOTE 2 to the "Income Statement Margin
Analysis" table above decreased by $13.7 million, or 41.8%, to $19.1 million for
the three months ended March 31, 2002 from $32.8 million for the three months
ended March 31, 2001, this decrease is due to the weaker spot freight rate
market. On a daily basis, Adjusted EBITDA per vessel decreased by $18,739, or
71.9%, to $7,316 for the three months ended March 31, 2002 from $26,055 for the
three months ended March 31, 2001. Same Fleet Adjusted EBITDA decreased by $22.1
million, or 67.2%, to $10.8 million for the three months ended March 31, 2002
from $32.8
22
<Page>
million for the three months ended March 31, 2001. Same Fleet daily Adjusted
EBITDA decreased to $8,555 from $26,055 for the same periods.
In June 2001, we closed on two credit facilities, the first ("First") on
June 15, 2001 and the second ("Second") on June 27, 2001. A portion of each of
the facilities was used to refinance existing debt, pay transaction costs or
acquire vessels. We anticipate that a portion of the remaining available funds
under the two facilities will be used for future acquisitions and general
corporate purposes. Each loan facility is comprised of a term loan and a
revolving loan. The terms and conditions of the credit facilities require
compliance with certain restrictive covenants based on aggregate values and
financial data for the vessels associated with each credit facility. Under the
financial covenants of each of the credit facilities, the Company is required to
maintain certain ratios such as: vessel market value to loans outstanding,
EBITDA to net interest expense and to maintain minimum levels of working
capital. Under the general covenants, subject to certain exceptions, we and our
subsidiaries are not permitted to pay dividends.
The First credit facility is a $300 million facility, comprised of a
$200 million term loan and a $100 million revolving loan and is collateralized
by 20 vessels. The Second credit facility is a $165 million facility comprised
of a $115 million term loan and a $50 million revolving loan and is
collateralized by nine vessels. Both credit facilities have a five year maturity
with the term loans requiring quarterly principal repayments. The principal of
each revolving loan is payable upon maturity. Both the term loans and the
revolving loans bear interest at a rate of 1.5% over LIBOR payable on the
outstanding principal amount. We are required to pay an annual fee of 0.625% for
the unused portion of each of the revolving loans on a quarterly basis. The
subsidiaries which own the vessels that collateralize each credit facility have
guaranteed the loans made under the appropriate credit facility, and we have
pledged the shares of those subsidiaries. We use interest rate swaps to manage
the impact of interest rate changes on earnings and cash flows.
Our scheduled principal repayments for each of the term loans under our
First and Second credit facilities are as follows:
PRINCIPAL PAYMENTS (DOLLARS IN MILLIONS)
<Table>
<Caption>
TOTAL
FIRST SECOND PRINCIPAL
PERIOD FACILITY FACILITY REPAYMENTS
--------------------------------------------------------------------------
April 1 - December 31, 2002 34.5 20.25 54.75
2003 41.0 21.5 62.5
2004 36.0 16.0 52.0
2005 36.0 16.0 52.0
2006 18.0 21.0 39.0
--------------------------------------------------------------------------
</Table>
In addition to vessel acquisition, other major capital expenditures
include funding our maintenance program of regularly scheduled dry docking
necessary to preserve the quality of our vessels as well as to comply with
international shipping standards and environmental laws and regulations.
Although we have some flexibility regarding the timing of its dry docking, the
costs are relatively predictable. Management anticipates that vessels that are
younger than 15 years are to be dry docked every five years, while vessels 15
years or older are to be dry docked every 2.5 years. The estimated dry docking
costs for our 29-vessel fleet through 2006 are as follows.
23
<Page>
ESTIMATED DRY DOCKING COSTS (DOLLARS IN MILLIONS)
<Table>
<Caption>
29
VESSEL
YEAR FLEET
---------------------------------------------------
2002 7.3
2003 6.3
2004 8.2
2005 8.9
2006 6.6
</Table>
The table below indicates the estimated dry docking schedule through
2006 for our 29-vessel fleet. Each drydocking is estimated to require
approximately 30 days. In addition to the incurrence of costs described above, a
drydocking results in off hire time for a vessel during which the vessel is
unable to generate revenue. Off hire time includes the actual time the vessel is
in the shipyard as well as ballast time to the shipyard from the port of last
discharge. The ability to meet this maintenance schedule will depend on our
ability to generate sufficient cash flows from operations or to secure
additional financing. We have accelerated the dry docking schedule for two of
our vessels by scheduling their special survey in the second quarter rather than
later in 2002 in order to make these vessels available in a potentially higher
rate environment later in the year and in order to benefit from regulations
which allow us to undertake the special survey in the water if it is done prior
to July 2002.
<Table>
<Caption>
29 VESSEL FLEET
----------------------------------------
2002
Aframax 11
Suezmax 1
2003
Aframax 5
Suezmax 2
2004
Aframax 10
Suezmax 3
2005
Aframax 10
Suezmax 2
2006
Aframax 7
Suezmax 2
</Table>
Net cash provided by operating activities decreased 49.7% to $13.6
million for the three months ended March 31, 2002, compared to $27.1 million for
the three months ended March 31, 2001. This decrease is primarily attributable
to our decrease in net income, which includes an increase in depreciation and
amortization, a non-cash expense included in net income. We had net income of
$0.5 million and depreciation and amortization of $14.7 million for the three
months ended March 31, 2002 compared to net income of $21.8 million and
depreciation and amortization of $6.9 million for the three months ended March
31, 2001.
24
<Page>
Net cash used in investing activities was less than $50,000 in each of
the three month periods ending March 31, 2002 and 2001.
Net cash used in financing activities decreased 2.2% to $18.6 million
for the three months ended March 31, 2002 compared to $19.0 million provided by
financing activities for the three months ended March 31, 2001. The decrease in
cash used in financing activity primarily relates to the lower debt repayments
during the three months ended March 31, 2002 compared to the three months ended
March 31, 2001.
Our operation of ocean-going vessels carries an inherent risk of
catastrophic marine disasters and property losses caused by adverse severe
weather conditions, mechanical failures, human error, war, terrorism and other
circumstances or events. In addition, the transportation of crude oil is subject
to business interruptions due to political circumstances, hostilities among
nations, labor strikes and boycotts. Our current insurance coverage includes (i)
protection and indemnity insurance coverage for tort liability, which is
provided by mutual protection and indemnity associations, (ii) hull and
machinery insurance for actual or constructive loss from collision, fire,
grounding and engine breakdown, (iii) war risk insurance for confiscation,
seizure, capture, vandalism, sabotage and other war-related risks and (iv) loss
of hire insurance for loss of revenue for up to 90 or 120 days resulting from
vessel off-hire for all of our vessels. In light of overall economic conditions
as well as recent international events and the related risks with respect to the
operation of ocean-going vessels and transportation of crude oil, we expect that
we will be required to pay higher premiums with respect to our insurance
coverage in 2002 and will be subject to increased supplemental calls with
respect to its protection and indemnity insurance coverage payable to protection
and indemnity associations in amounts based on our own claim records as well as
the claim records of the other members of the protection and indemnity
associations related to prior years of operations. We believe that the increase
in insurance premiums and supplemental calls is industry wide and do not believe
that it will have a material adverse impact on vessel operations or overall
financial performance. To the extent such costs cannot be passed along to the
our customers, such costs will reduce our operating income.
CRITICAL ACCOUNTING POLICIES
In December 2001, the SEC requested that all registrants list their
most critical accounting policies. Critical accounting policies are defined
as those that are reflective of significant judgment by management and
potentially result in materially different results under different
assumptions and condition. We believe that there has been no change in our
critical accounting policies since December 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
INTEREST RATE RISK
We are exposed to various market risks, including changes in interest
rates. The exposure to interest rate risk relates primarily to our debt. At
March 31, 2002, we had $321.3 million of floating rate debt with a margin over
LIBOR of 1.5% compared to $339.6 million at December 31, 2001. We use interest
rate swaps to manage the impact of interest rate changes on earnings and cash
flows. The differential to be paid or received under these swap agreements is
accrued as interest rates change and is recognized as an adjustment to interest
expense. As of March 31, 2002 and December 31, 2001, we were party to interest
rate swap agreements having aggregate notional amounts of $130.1 and $139.9
million, respectively, which effectively fixed LIBOR on a like amount of
principal at rates ranging from 3.985% to 4.75%. If we terminate these swap
agreements prior to their maturity, we may be required to pay or receive an
amount upon termination based on the prevailing interest rate, time to maturity
and outstanding notional principal
25
<Page>
amount at the time of termination. As of March 31, 2002 the fair value of these
swaps was a net liability to us of $26,000. A one percent increase in LIBOR
would increase interest expense on the portion of our $191.2 million outstanding
floating rate indebtedness that is not hedged by approximately $1.9 million per
year from March 31, 2002.
FOREIGN EXCHANGE RATE RISK
The international tanker industry's functional currency is the U.S. dollar. As
virtually all of our revenues and most of our operating costs are in U.S.
dollars, we believe that our exposure to foreign exchange risk is insignificant.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Except as set forth below, we are not aware of any material pending
legal proceedings, other than ordinary routine litigation incidental to our
business, to which we or our subsidiaries is a party or of which our property is
the subject. From time to time in the future, we may be subject to legal
proceedings and claims in the ordinary course of business, principally personal
injury and property casualty claims. Those claims, even if lacking merit, could
result in the expenditure by us of significant financial and managerial
resources.
We time chartered one of our vessels, the GENMAR HARRIET, to an
affiliate of OMI Corporation in September 1997, for a period of four years plus
or minus 30 days. Under the charter, we had the right to cancel the balance of
the charter at any time after its second anniversary date upon 90 days' written
notice with a payment of $1.0 million to the charterer, which payment has been
made by us. On October 2, 2000, we gave notice to the charterer that this option
was being exercised. Subsequently, it was calculated that redelivery was to take
place on February 2, 2001. In January 2001, the charterer indicated that it was
not possible to complete a laden voyage by such date. The charterer asserted
that the vessel would not have to be redelivered until February 24, 2001, which
would permit it time to conduct an additional voyage. The charterer demanded
arbitration and, under protest, redelivered the vessel to us on January 14,
2001. The charterer has alleged that it is entitled to damages in the amount of
approximately $1.9 million, exclusive of interest and costs, as a result of its
inability to commence and complete another voyage. Our position is that pursuant
to the terms of the charter and the existing law, the charterer was not entitled
to commence another voyage if the vessel could not reasonably be redelivered
prior to the redelivery date. We believe that the charterer's anticipatory
breach of the charter has damaged us. The parties agreed to arbitration in the
State of New York and nominated a sole arbitrator. The parties have exchanged
correspondence expressing differing views of the law and the facts of the matter
and have made various settlement offers. At a hearing held before the arbitrator
on October 3, 2001, the charterer presented witnesses and other evidence in
support of its claim. A second hearing was held on November 20, 2001, at which
we presented witnesses in support of our claim.
26
<Page>
Both sides have notified the arbitrator that they do not intend to call any more
witnesses, and the parties are awaiting a schedule for the submission of briefs
to the arbitrator.
On March 14, 2001, the GENMAR HECTOR experienced severe weather while
unloading at the BP Amoco Co. terminal in Texas City, Texas. As a result of
heavy winds, the vessel became separated from the terminal. The terminal's
loading arms were damaged and there was a discharge of approximately 200 to 300
barrels of oil. The U.S. Coast Guard has determined that this oil originated
from the terminal and that BP Amoco is the responsible party for the discharge
under the Oil Pollution Act of 1990, although BP Amoco retains a right of
contribution against the vessel. On March 16, 2001, BP Amoco Corporation, BP
Amoco Oil Co. and Amoco Oil Company filed a lawsuit in the United States
District Court for the Southern District of Texas, Galveston Division, against
the GENMAR HECTOR IN REM, seeking damages in the amount of $1.5 million. The
protection and indemnity association for this vessel, which provides insurance
coverage for such incidents, issued a letter to BP Amoco Co., et al.
guaranteeing the payment of up to $1.5 million for any damages for which this
vessel may be found liable in order to prevent the arrest of the vessel. On July
31, 2001, the plaintiffs filed a an amended complaint which added as defendants
United Overseas Tankers Ltd., (a subsidiary of General Maritime) and General
Maritime. On or about August 3, 2001, Valero Refining Company-Texas and Valero
Marketing & Supply Co., co-lessors with BP Amoco of the BP Amoco terminal and
the voyage charterer of the vessel, intervened in the above-referenced lawsuit,
asserting claims against the vessel, Genmar Hector Ltd., United Overseas
Tankers, General Maritime and BP Amoco in the aggregate amount of approximately
$3.2 million. On or about September 28, 2001, BP Amoco filed a second amended
complaint, increasing the aggregate amount of its claims against the defendants,
including General Maritime, from $1.5 million to approximately $3.2 million. BP
Amoco asserted that such increase is due to subsequent demurrage claims made
against BP Amoco by other vessels whose voyages were delayed or otherwise
affected by the incident. We believe that the claims asserted by BP Amoco are
generally the same as those asserted by Valero Refining Company-Texas and Valero
Marketing & Supply Co. and that, as a result, the aggregate amount of such
claims taken together will be approximately $3.2 million. A counterclaim has
been filed on behalf of the Defendants against the BP Amoco and Valero
plaintiffs in the approximate amount of $25,000. On October 30, 2001, these two
civil actions were consolidated and on December 26, 2001, a complaint for
damages in an unspecified amount due to personal injuries from the inhalation of
oil fumes was filed by certain individuals against the vessel, BP Amoco, United
Overseas Tankers, and General Maritime Corporation. These personal injury
plaintiffs filed an amended complaint on January 24, 2002, adding another
individual as a plaintiff and asserting a claim against United Overseas Tankers
and General Maritime Corporation for punitive damages. We believe that the claim
for punitive damages is without merit. On February 27, 2002, Southern States
Offshore, Inc. filed an independent suit against BP Amoco, General Maritime,
United Overseas Tankers and Valero seeking damages sustained by the M/V SABINE
SEAL, which is owned and operated by Southern States Offshore and was located
adjacent to the Amoco dock on the day of the spill, and for maintenance and cure
paid to the individual personal injury claimants who were members of the crew of
the SABINE SEAL. The amount of the claim is estimated to be approximately
$100,000. This action has now been consolidated with the other claims.
27
<Page>
The case is currently scheduled for a trial beginning on February 18, 2003. With
the possible exception of the claim for punitive damages, all of the claims
asserted against us appear to be covered by insurance. Accordingly, we believe
that this incident will have no material effect on the value of the GENMAR
HECTOR or on its results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
a) Changes in Securities - None
b) Use of Proceeds - Not Applicable
c) Working Capital Restrictions - A description of working capital
restrictions and other limitations on payment of dividends are
set forth in Item 2 of Part I of this Form 10-Q.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
ITEM 5. OTHER INFORMATION.
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
2.1 Plan of Recapitalization. (1)
2.2 Contribution Agreement, dated May 25, 2001, among General Maritime
Ship Holdings Ltd., Ajax Limited Partnership, the limited partners
of Ajax Limited Partnership, Genmar Ajax Ltd., Peter C.
Georgiopoulos, Genmar Ajax Corporation and GMC Administration Ltd.
(2)
2.3 Contribution Agreement, dated May 25, 2001, among General Maritime
Ship Holdings, Ltd., Ajax II, L.P., the limited partners of Ajax
II, L.P., Ajax II LLC, Peter C. Georgiopoulos, Genmar Ajax II
Corporation and GMC Administration Ltd. (2)
2.4 Contribution Agreement, dated May 25, 2001, among General Maritime
Ship Holdings Ltd., Ajax II, L.P., the limited partners of Boss,
L.P., Genmar Boss Ltd., Peter C. Georgiopoulos, Genmar Boss
Corporation and GMC Administration Ltd. (2)
2.5 Contribution Agreement, dated May 25, 2001, among General Maritime
Ship Holdings Ltd., General Maritime I, L.P., the limited partners
of General Maritime I, L.P., General Maritime I Corporation, Peter
C.
28
<Page>
Georgiopoulos, Genmar Maritime I Corporation and GMC
Administration Ltd., and amendment thereto. (1)
2.6 Contribution Agreement, dated May 25, 2001, among General Maritime
Ship Holdings Ltd., General Maritime II, L.P., the limited
partners of General Maritime II, L.P., General Maritime II
Corporation, Peter C. Georgiopoulos, Genmar Maritime II
Corporation and GMC Administration Ltd. (2)
2.7 Contribution Agreement, dated May 25, 2001, among General Maritime
Ship Holdings Ltd., Harriet, L.P., the limited partners of
Harriet, L.P., General Maritime III Corporation, Peter C.
Georgiopoulos, Genmar Harriet Corporation and GMC Administration
Ltd. (2)
2.8 Contribution Agreement, dated May 25, 2001, among General Maritime
Ship Holdings Ltd., and Pacific Tankship, L.P., the limited
partners of Pacific Tankship, L.P., Genmar Pacific Ltd., Peter C.
Georgiopoulos, Genmar Pacific Corporation and GMC Administration
Ltd. (2)
2.9 Contribution Agreement, dated May 25, 2001, among General Maritime
Ship Holdings Ltd., Genmar Alexandra, LLC Genmar II, LLC, Equili
Company, L.P., Equili Company, LLC, Equili Company II, L.P. and
Equili Company II, LLC. (2)
2.10 Vessel Contribution Agreement, dated April 26, 2001, between
General Maritime Ship Holdings Ltd. and Blystad Shipholding Inc.,
Liberia. (2)
2.11 Memorandum of Agreement, dated April 26, 2001, between Blystad
Shipholding Inc., Liberia and General Maritime Ship Holdings Ltd.
(2)
2.12 Memorandum of Agreement, dated April 26, 2001, between Blystad
Shipholding Inc., Liberia and General Maritime Ship Holdings Ltd.
(2)
2.13 Vessel Contribution Agreement, dated May 25, 2001, between General
Maritime Ship Holdings Ltd. and KS Stavanger Prince. (2)
2.14 Memorandum of Agreement, dated May 4, 2001, between KS Stavanger
Prince and General Maritime Ship Holdings Ltd. (2)
2.15 Letter Agreement, dated May 25, 2001, between General Maritime
Ship Holdings, Ltd. and Peter C. Georgiopoulos relating to the
acquisition of the old Maritime Corporation. (2)
3.1 Amended and Restated Articles of Incorporation of General Maritime
Ship Holdings Ltd. (1)
3.2 Articles of Amendment to Amended and Restated Articles of
Incorporation, changing name from General Maritime Ship Holdings
Ltd. to General Maritime Corporation. (1)
3.3 Amended and Restated By-Laws of General Maritime Ship Holdings
Ltd. (1)
- ----------
29
<Page>
(1) Incorporated by reference to Amendment No. 5 to the Company's Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on
June 12, 2001.
(2) Incorporated by reference to Amendment No. 3 to the Company's Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on
May 25, 2001.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months ended
March 31, 2002.
30
<Page>
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, its duly authorized officer and principal financial officer.
GENERAL MARITIME CORPORATION
(Registrant)
Date: May 15, 2002 By: /s/ Peter C. Georgiopoulos
------------------------------------
Peter C. Georgiopoulos
Chairman and Chief Executive Officer
(Duly Authorized Officer)
Date: May 15, 2002 By: /s/ James C. Christodoulou
------------------------------------
James C. Christodoulou
Vice President, Chief Financial
Officer and Secretary
(Principal Financial Officer)
31
<Page>
INDEX TO EXHIBITS
(a) EXHIBIT
NUMBER DESCRIPTION
-------- -----------
2.1 Plan of Recapitalization. (1)
2.2 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Ajax Limited Partnership, the
limited partners of Ajax Limited Partnership, Genmar Ajax Ltd.,
Peter C. Georgiopoulos, Genmar Ajax Corporation and GMC
Administration Ltd. (2)
2.3 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings, Ltd., Ajax II, L.P., the limited
partners of Ajax II, L.P., Ajax II LLC, Peter C. Georgiopoulos,
Genmar Ajax II Corporation and GMC Administration Ltd. (2)
2.4 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Ajax II, L.P., the limited
partners of Boss, L.P., Genmar Boss Ltd., Peter C.
Georgiopoulos, Genmar Boss Corporation and GMC Administration
Ltd. (2)
2.5 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., General Maritime I, L.P., the
limited partners of General Maritime I, L.P., General Maritime
I Corporation, Peter C. Georgiopoulos, Genmar Maritime I
Corporation and GMC Administration Ltd., and amendment thereto.
(1)
2.6 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., General Maritime II, L.P., the
limited partners of General Maritime II, L.P., General Maritime
II Corporation, Peter C. Georgiopoulos, Genmar Maritime II
Corporation and GMC Administration Ltd. (1)
2.7 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Harriet, L.P., the limited
partners of Harriet, L.P., General Maritime III Corporation,
Peter C. Georgiopoulos, Genmar Harriet Corporation and GMC
Administration Ltd. (2)
2.8 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., and Pacific Tankship, L.P., the
limited partners of Pacific Tankship, L.P., Genmar Pacific
Ltd., Peter C. Georgiopoulos, Genmar Pacific Corporation and
GMC Administration Ltd. (2)
2.9 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Genmar Alexandra, LLC Genmar II,
LLC, Equili Company, L.P., Equili Company, LLC, Equili Company
II, L.P. and Equili Company II, LLC. (2)
32
<Page>
2.10 Vessel Contribution Agreement, dated April 26, 2001, between
General Maritime Ship Holdings Ltd. and Blystad Shipholding
Inc., Liberia. (2)
2.11 Memorandum of Agreement, dated April 26, 2001, between Blystad
Shipholding Inc., Liberia and General Maritime Ship Holdings
Ltd. (2)
2.12 Memorandum of Agreement, dated April 26, 2001, between Blystad
Shipholding Inc., Liberia and General Maritime Ship Holdings
Ltd. (2)
2.13 Vessel Contribution Agreement, dated May 25, 2001, between
General Maritime Ship Holdings Ltd. and KS Stavanger Prince.
(2)
2.14 Memorandum of Agreement, dated May 4, 2001, between KS
Stavanger Prince and General Maritime Ship Holdings Ltd. (2)
2.15 Letter Agreement, dated May 25, 2001, between General Maritime
Ship Holdings, Ltd. and Peter C. Georgiopoulos relating to the
acquisition of the old Maritime Corporation. (2)
3.1 Amended and Restated Articles of Incorporation of General
Maritime Ship Holdings Ltd. (1)
3.2 Articles of Amendment to Amended and Restated Articles of
Incorporation, changing name from General Maritime Ship
Holdings Ltd. to General Maritime Corporation. (1)
3.3 Amended and Restated By-Laws of General Maritime Ship Holdings
Ltd. (1)
(1) Incorporated by reference to Amendment No. 5 to the Company's Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on
June 12, 2001.
(2) Incorporated by reference to Amendment No. 3 to the Company's Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on
May 25, 2001.
33