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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 JUNE 30, 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 AUGUST 7, 2002:
Common Stock, par value $0.01 per share 36,964,770 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 June 30, 2002
(unaudited) and December 31, 2001 3
Consolidated Statements of Operations
(unaudited) for the three months and six months ended
June 30, 2002 and 2001 4
Consolidated Statement of Shareholders' Equity
for the (unaudited) six months ended June 30, 2002 5
Consolidated Statements of Cash Flows (unaudited)
for the six months ended June 30, 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 15
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK 31
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 32
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 33
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 33
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 33
ITEM 5. OTHER INFORMATION 33
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 34
SIGNATURES 36
</Table>
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ITEM 1. FINANCIAL STATEMENTS
GENERAL MARITIME CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2002 2001
--------- ------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash $ 5,806 $ 17,186
Due from charterers 16,533 18,958
Prepaid expenses and other current assets 6,343 7,108
--------- ------------
Total current assets 28,682 43,252
--------- ------------
NONCURRENT ASSETS:
Vessels, net of accumulated depreciation
of $126,153 and $98,947, respectively 757,390 784,596
Other fixed assets, net 949 1,022
Deferred drydock costs, net 9,907 6,349
Deferred financing costs, net 5,309 5,934
Due from charterers 625 756
Goodwill 5,753 5,806
--------- ------------
Total noncurrent assets 779,933 804,463
--------- ------------
TOTAL ASSETS $ 808,615 $ 847,715
========= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 4,076 $ 7,744
Derivative liability for cash flow hedge 2,130 1,338
Accrued interest 370 420
Current portion of long-term debt 73,000 73,000
---------- ------------
Total current liabilities 79,576 82,502
--------- ------------
NONCURRENT LIABILITIES:
Deferred voyage revenue 432 2,923
Long-term debt 235,100 266,600
--------- ------------
Total noncurrent liabilities 235,532 269,523
--------- ------------
Total liabilities 315,108 352,025
--------- ------------
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value per share
Authorized 75,000,000; Issued and outstanding
36,964,770 shares at June 30, 2002
and 37,000,000 shares at December 31, 2001 370 370
Paid-in capital 414,994 416,095
Retained earnings 80,273 80,332
Accumulated other comprehensive income (loss) (2,130) (1,107)
--------- ------------
Total shareholders' equity 493,507 495,690
--------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 808,615 $ 847,715
========= ============
</Table>
See notes to consolidated financial statements.
<Page>
GENERAL MARITIME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<Table>
<Caption>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------------- --------------------------
2002 2001 2002 2001
---------- ----------- ---------- -----------
VOYAGE REVENUES:
Voyage revenues $ 54,552 $ 40,837 $ 107,518 $ 88,879
OPERATING EXPENSES:
Voyage expenses 20,268 8,367 37,580 15,371
Direct vessel expenses 13,658 7,106 27,536 13,915
General and administrative 2,696 1,736 5,378 3,135
Depreciation and amortization 14,757 7,507 29,423 14,388
---------- ----------- ---------- -----------
Total operating expenses 51,379 24,716 99,917 46,809
---------- ----------- ---------- -----------
OPERATING INCOME 3,173 16,121 7,601 42,070
---------- ----------- ---------- -----------
OTHER EXPENSE:
Interest expense-net (3,807) (3,318) (7,660) (7,510)
Other-net 0 (1,822) 0 (1,822)
---------- ----------- ---------- -----------
Net other expense (3,807) (5,140) (7,660) (9,332)
---------- ----------- ---------- -----------
(Loss) income before extraordinary expense (634) 10,981 (59) 32,738
Extraordinary expense 0 (1,184) 0 (1,184)
---------- ----------- ---------- -----------
Net (loss) income $ (634) $ 9,797 $ (59) $ 31,554
========== =========== ========== ===========
Basic and diluted
earnings per common share:
(Loss) income
before extraordinary expense $ (0.02) $ 0.45 $ 0.00 $ 1.42
Net (loss) income $ (0.02) $ 0.40 $ 0.00 $ 1.37
Weighted average shares outstanding 36,993,419 24,532,441 36,996,691 23,000,758
</Table>
See notes to consolidated financial statements.
<Page>
GENERAL MARITIME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR
THE (UNAUDITED) SIX MONTHS ENDED JUNE 30, 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) $ 0 $ 495,690
Comprehensive loss:
Net loss (59) 0 (59) (59)
Unrealized derivative losses on
cash flow hedge (1,023) (1,023) (1,023)
--------------
Comprehensive loss $ (1,082)
==============
Purchase price adjustment - (634) (634)
Common stock issuance costs (467) (467)
------ --------- -------- ------------- ----------
Balance at June 30, 2002 (unaudited) $ 370 $ 414,994 $ 80,273 $ (2,130) $ 493,507
====== ========= ======== ============= ==========
</Table>
See notes to consolidated financial statements.
<Page>
GENERAL MARITIME CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<Table>
<Caption>
FOR THE SIX MONTHS
ENDED JUNE 30,
-------------------------
2002 2001
----------- ----------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net (loss) income $ (59) $ 31,554
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary expenses - 1,184
Depreciation and amortization 29,423 14,388
Changes in assets and liabilities:
Decrease in due from charterers 2,556 3,403
(Increase) decrease in prepaid expenses and other assets (100) 450
Decrease in accounts payable and accrued expenses (3,665) (597)
Decrease in deferred voyage revenue (2,491) (91)
Deferred drydock costs incurred (4,863) (3,583)
----------- ----------
Net cash provided by operating activities 20,801 46,708
----------- ----------
CASH FLOWS USED BY INVESTING ACTIVITIES:
Purchase of vessels - (31,210)
Cash paid on deposit of vessels - (24,279)
Purchase of other fixed assets (93) (73)
Acquisition of business net of cash received - (5,392)
----------- ----------
Net cash used by investing activities (93) (60,954)
----------- ----------
CASH FLOWS USED BY FINANCING ACTIVITIES:
Proceeds from long-term debt 5,000 230,423
Principal payments on long- term debt (36,500) (287,649)
Payments for debt issue costs (121) (5,978)
Common stock issuance costs paid (467) -
Proceeds from issuance of common stock - 128,050
Decrease in restricted cash - 149
----------- ----------
Net cash (used) provided by financing activities (32,088) 64,995
----------- ----------
Net (decrease) increase in cash (11,380) 50,749
Cash, beginning of year 17,186 23,523
----------- ----------
Cash, end of period $ 5,806 $ 74,272
=========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 7,856 $ 9,881
----------- ----------
</Table>
See notes to consolidated financial statements.
<Page>
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 issued and 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 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
<Page>
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.
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 six
months ended June 30, 2002 and 2001 included pay-fixed swaps. As of June 30,
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 3). During the
six months ended June 30, 2002 and 2001, the Company
<Page>
recognized a charge to OCI of $(1,023) and $662, respectively. The aggregate
liability in connection with a portion of the Company's cash flow hedges as of
June 30, 2002 was $2,130 and is presented as Derivative liability for cash flow
hedge on the balance sheet.
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.
The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. This
Standard eliminates goodwill amortization from the Consolidated Statement of
Operations and requires an evaluation of goodwill for impairment (at the
reporting unit level) upon adoption of this Standard, as well as subsequent
evaluations on an annual basis, and more frequently if circumstances indicate a
possible impairment. This impairment test is comprised of two steps. The initial
step is designed to identify potential goodwill impairment by comparing an
estimate of the fair value of the applicable reporting unit to its carrying
value, including goodwill. If the carrying value exceeds fair value, a second
step is performed, which compares the implied fair value of the applicable
reporting unit's goodwill with the carrying amount of that goodwill, to measure
the amount of goodwill impairment, if any. The Company's only reporting unit
with goodwill is its technical management business, which is not a reportable
segment. Goodwill must be tested for impairment as of the beginning of the
fiscal year in which SFAS No. 142 is adopted. The Company has completed its
testing of goodwill and has determined that there is no impairment.
The Company's measurement of fair value was based on an evaluation of future
discounted cash flows. This evaluation utilized the best information available
in the circumstances, including reasonable and supportable assumptions and
projections. Collectively, this evaluation was management's best estimate of
projected future cash flows. The Company's discounted cash flow evaluation used
discount rates that correspond to the Company's weighted-average cost of
capital. If actual results differ from these assumptions and estimates
underlying this goodwill impairment evaluation, the ultimate amount of the
goodwill impairment could be adversely affected.
Upon adoption of SFAS No. 142, the transition provisions of SFAS No. 141,
Business Combinations, also became effective. These transition provisions
specify criteria for determining whether an acquired intangible asset should be
recognized separately from goodwill. Intangible assets that meet certain
criteria will qualify for recording on the balance sheet and will continue to be
amortized in the income statement. Such intangible assets will be subject to a
periodic impairment test based on estimated fair value. The Company determined
that the transition provisions had no impact on its results of operations or
financial position.
Prior to the Company's adoption of SFAS No. 142, goodwill was amortized over its
estimated useful life, and was tested periodically to determine if it was
recoverable from operating earnings on an undiscounted basis over its useful
lives and to evaluate the related amortization periods. If it was probable that
undiscounted projected operating income (before amortization of goodwill and
other acquired intangible assets) was not sufficient to recover the carrying
value of the asset, the carrying value was written down through results of
operations and, if necessary, the amortization period was adjusted.
The following table reflects consolidated results adjusted as though the
adoption of SFAS Nos. 141 and 142 occurred as of the beginning of the three and
six month periods ended June 30, 2002:
<Page>
<Table>
<Caption>
Three months ended Six months ended
June 30, June 30,
2002 2001 2002 2001
Net (loss) income
As reported $ (634) $ 9,797 $ (59) $ 31,554
Goodwill amortization - - - -
-----------------------------------------
As adjusted $ (634) $ 9,797 $ (59) $ 31,554
=========================================
Basic & Diluted Earnings Per Share
As reported $ (0.02) $ 0.45 $ 0.00 $ 1.42
Goodwill amortization
As adjusted $ (0.02) $ 0.45 $ 0.00 $ 1.42
</Table>
The following table reflects the components of goodwill as of June 30, 2002:
<Table>
<Caption>
Gross Carrying Amount Accumulated Amortization
Amortized goodwill
United Overseas Tankers $ 5,753 $ 201
</Table>
Prior to the adoption of SFAS No. 142, amortization expense for each of the five
succeeding fiscal years would have been $397.
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 adoption
of this standard did not have a material effect on the Company's financial
position and results of operations.
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.
In April 2002, the Financial Accounting Standards Board issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13, and Technical Corrections. In addition to rescinding FASB Statements No. 4,
44 and 64, this Statement amends FASB Statement No. 13, Accounting for Leases,
to eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. This
Statement also amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their applicability
under changed conditions.
<Page>
In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. This standard
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. SFAS No. 146 nullifies Emerging Issues Task Force Issue
No 94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including certain costs incurred in a
restructuring). SFAS No. 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002.
The Company is currently evaluating the impact of adopting SFAS No. 145 and SFAS
No. 146.
2. ACQUISITIONS
As part of the Company's recapitalization, the Company acquired United Overseas
Tankers, Ltd. ("UOT"), a Greek company providing technical management services
exclusively to the Company, for $5,979, subject to adjustment. The Company
recorded goodwill of $5,954 which reflected the excess of purchase price over
fair value of net assets acquired. The composition of the fair value of net
assets acquired are as follows:
<Table>
==========================================================
Cash $ 37
Other current assets 3
Fixed assets 50
-------
Fair value of assets acquired 90
Less: Liabilities assumed (65)
-------
Fair value of net assets acquired 25
-------
Cash paid 5,429
Due to sellers 550
-------
Total paid 5,979
-------
Goodwill $ 5,954
==========================================================
</Table>
Prior to the adoption of SFAS No. 142, goodwill was being amortized over a 15
year period. For the year ended December 31, 2001, amortization was $201, all of
which was incurred subsequent to June 30, 2001 Effective January 1, 2002,
amortization of goodwill is no longer permitted. The acquisition was accounted
for as a purchase and results of operations have been included in the
consolidated financial statements from the date of acquisition. Pro forma net
assets and results of operations of this acquisition had the acquisition
occurred at the beginning of 2001 are not material and accordingly, have not
been provided. Results of UOT's operations for the period from January 1, 2001
through June 12, 2001 are not significant to the Company's operations for the
year ended December 31, 2001.
Prior to the acquisition, the Company paid management fees to UOT of $533 during
the six months ended June 30, 2001.
On June 15, 2001, in accordance with the Company's recapitalization, the Company
purchased five vessels for an aggregate purchase price of approximately $145,050
and also purchased certain other
<Page>
assets. Consideration in this transaction consisted of approximately 5,675,000
shares of common stock at an initial public offering price of $18.00 per share,
subject to post closing adjustment, and the assumption of indebtedness. On June
14, 2002, an adjustment was made to the purchase price of some of the vessels
which we acquired for shares at the time of our initial public offering whereby
the Company received 35,230 shares of common stock valued at $18.00 per share as
settlement of $634 owed to the Company by the sellers primarily as of June 15,
2001. These shares have been retired and are shown on the Company's statement of
shareholders' equity as a reduction of paid-in capital.
From June 27, 2001 through August 24, 2001, the Company acquired ten vessels for
an aggregate purchase price of approximately $283,636. Included in this purchase
price are 1,680,000 shares of common stock at an initial public offering price
of $18.00 per share, subject to post closing adjustment, valued at $30,243.
3. LONG-TERM DEBT
<Table>
<Caption>
====================================================================================
Long-term debt consists of the June 30, 2002 December 31, 2001
following
(unaudited)
------------------------------------------------------------------------------------
First Credit Facility
Term Loan $ 154,000 $ 177,000
Revolving Credit Facility 51,100 11,100
Second Credit Facility
Term Loan 88,000 101,500
Revolving Credit Facility 15,000 50,000
-----------------------------------
Total $ 308,100 $ 339,600
Less: Current portion of long term debt 73,000 73,000
-----------------------------------
Long term debt $ 235,100 $ 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 six months ended June 30, 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
<Page>
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 with $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 June 30, 2002, the Company had
$154,000 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 $497,817 at June 30, 2002.
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 June 30, 2002, the Company had
$88,000 outstanding on the term loan and $15,000 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 $259,573 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 June 30,
2002, the outstanding notional principal amount on the swap agreements entered
into during August 2001 and October 2001 are $77,000 and $44,000, 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 six months ended June
30, 2002 and 2001 was $1,689 and $303, respectively.
Based on borrowings as of June 30, 2002 aggregate maturities under the First
Credit Facility and Second Credit Facility are the following:
<Page>
<Table>
<Caption>
========================================================================================================
Year Ending December 31: First Credit Facility Second Credit Facility Total
- --------------------------------------------------------------------------------------------------------
Revolving Revolving
Credit Credit
Term Loan Facility Term Loan Facility
2002 (July 1 - December 31, 2002) $ 23,000 $ - $ 13,500 $ - $ 36,500
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 15,000 105,100
---------- --------- --------- --------- ---------
Total $ 154,000 $ 51,100 $ 88,000 $ 15,000 $ 308,100
---------- --------- --------- --------- ---------
========================================================================================================
</Table>
4. LEGAL PROCEEDINGS
The Company or its subsidiaries are party to the following legal
proceedings which arose from matters incidental to its business.
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. For additional information, see Part II, Item I.
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
<Page>
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 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
<Page>
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.
GENERAL
We are a leading provider of international seaborne crude oil
transportation services with a fleet of 29 vessels, consisting of 24 Aframax and
5 Suezmax tankers. We have one of the largest mid-sized tanker fleets in the
world, with a total cargo carrying capacity of more than 3.0 million deadweight
tons.
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 financial 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 spot
market generate revenues that are less predictable but may enable us to capture
increased profit margins during periods of improvement in tanker rates although
we are also exposed to the risk of declining tanker rates.
We employ experienced management in all functions critical to our
operations, aiming to provide a focused marketing effort, tight quality and cost
controls and effective operations and safety monitoring. We currently provide
the technical management necessary for the operations of our vessels, which
include ship maintenance, officer staffing, technical support, shipyard
supervision, insurance and financial management services through our wholly
owned subsidiaries.
The following is a discussion of our financial condition and results of
operations for the three months and six months ended June 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.
<Page>
RESULTS OF OPERATIONS
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE-02 JUNE-01 JUNE-02 JUNE-01
-------- -------- -------- ---------
INCOME STATEMENT DATA
(Dollars in thousands, except share data)
Voyage revenues $ 54,552 $ 40,837 $107,518 $ 88,879
Voyage expenses (20,268) (8,367) (37,580) (15,371)
-------- -------- -------- ---------
Net voyage revenues 34,284 32,470 69,938 73,508
Direct vessel expenses 13,658 7,106 27,536 13,915
General and administrative expenses 2,696 1,736 5,378 3,135
Depreciation and amortization 14,757 7,507 29,423 14,388
-------- -------- -------- ---------
Operating income 3,173 16,121 7,601 42,070
Net interest expense 3,807 3,318 7,660 7,510
Other expense - 1,822 - 1,822
-------- -------- -------- ---------
Income before extraordinary expense (634) 10,981 (59) 32,738
Extraordinary expense - 1,184 - 1,184
-------- -------- -------- ---------
Net Income $ (634) $ 9,797 $ (59) $ 31,554
======== ======== ======== =========
Basic and diluted earnings per share:
Income before extraordinary expense $ (0.02) $ 0.45 $ (0.00) $ 1.42
Extraordinary expense - (0.05) - (0.05)
-------- -------- -------- ---------
Net income $ (0.02) $ 0.40 $ (0.00) $ 1.37
======== ======== ======== =========
Weighted average shares outstanding, thousands 36,993 24,532 36,997 23,001
<Caption>
JUNE 30, DECEMBER 31,
2002 2001
-------- ------------
BALANCE SHEET DATA, at end of period
(Dollars in thousands)
Cash $ 5,806 $ 17,186
Current assets, including cash 28,682 43,252
Total assets 808,615 847,715
Current liabilities, including current portion
of long-term debt 79,576 82,502
Current portion of long-term debt 73,000 73,000
Total long-term debt, including current portion 308,100 339,600
Shareholders' equity 493,507 495,690
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE-02 JUNE-01 JUNE-02 JUNE-01
-------- -------- --------- --------
OTHER FINANCIAL DATA
(dollars in thousands)
Adjusted EBITDA (1) $ 17,930 $ 23,628 $ 37,024 $ 56,458
Net cash provided by operating activities 7,829 19,654 20,801 46,780
Net cash provided (used) by investing (49) (60,939) (93) (60,954)
activities
Net cash provided (used) by financing (14,151) 83,976 (32,088) 64,995
activities
Capital expenditures
Vessel purchases, including deposits - (55,489) - (55,489)
Drydocking (4,096) (3,516) (4,863) (3,583)
Weighted average long-term debt 335,038 224,618 318,037 226,591
FLEET DATA
Total number of vessels at end of period 29 20 29 20
Average number of vessels (2) 29.0 14.9 29.0 14.4
Total voyage days for fleet (3) 2,405 1,201 4,934 2,446
Total calendar days for fleet (4) 2,639 1,352 5,249 2,612
Fleet utilization (5) 91.1% 88.8% 94.0% 93.6%
AVERAGE DAILY RESULTS
Time Charter equivalent (6) 14,255 27,037 14,175 30,052
Total vessel operating expenses (7) 6,197 6,540 6,271 6,528
Adjusted EBITDA 6,794 17,476 7,053 21,615
</Table>
(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 off hire days associated with major repairs,
drydockings or special surveys.
(4) Calendar days are the total days the vessels were in our possession
including off hire days associated with major repairs, drydockings or
special or intermediate surveys.
<Page>
(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.
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. We calculate time charter equivalent, or "TCE," rates 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. We allocate
corporate income and expenses, which include general and administrative and net
interest expense, to vessels on a pro rata basis based on the number of months
that we owned a vessel. We calculate daily direct vessel operating expenses and
daily general and administrative expenses for the relevant period 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, which is typically 30 to 60 months. We
capitalize our expenditures for major maintenance and repairs if the work
extends the operating life of the vessel or improves the vessel's performance,
otherwise we expense those costs as incurred. In instances where capitalization
is appropriate, we capitalize total expenditures associated with replaced parts,
less the depreciated value of the old part being replaced, and we depreciated on
a straight line basis over the shorter of the remaining life of the new part or
vessel.
Margin analysis for the indicated items as a percentage of net voyage
revenues for three months ended June 30, 2002 and 2001 and for the six months
ended June 31, 2002 and 2001 are set forth in the table below.
<Page>
INCOME STATEMENT MARGIN ANALYSIS
(% OF NET VOYAGE REVENUES)
<Table>
<Caption>
Three months ended Six months ended
--------------------- ---------------------
June-02 June-01 June-02 June-01
-------- -------- ---------------------
INCOME STATEMENT DATA
Net voyage revenues (1) 100% 100% 100% 100%
Direct vessel expenses 39.8% 21.9% 39.4% 18.9%
General and administrative expenses 7.9% 5.3% 7.7% 4.3%
Depreciation and amortization 43.0% 23.1% 42.1% 19.6%
-------- -------- -------- ------
Total operating expenses 90.7% 50.3% 89.2% 42.8%
-------- -------- -------- ------
Operating income 9.3% 49.7% 10.8% 57.2%
Net interest expense 11.1% 10.2% 11.0% 10.2%
Other expense 0.0% 5.6% 0.0% 2.5%
Income before extraordinary expense -1.8% 33.9% -0.2% 44.5%
Extraordinary expense 0.0% 3.6% 0.0% 1.6%
-------- -------- -------- ------
Net Income -1.8% 30.3% -0.2% 42.9%
======== ======== ======== ======
Adjusted EBITDA 52.3% 72.8% 52.9% 76.8%
</Table>
(1) 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 would otherwise be paid by a
charterer under a time charter.
<Table>
<Caption>
Three months ended (in thousands) Six months ended
--------------------------------- --------- --------
June-02 June-01 June-02 June-01
-------------- -------- --------- --------
Voyage revenues $ 54,552 $ 40,837 $107,518 $ 88,879
Voyage expenses (20,268) (8,367) (37,580) (15,371)
------------- -------- --------- --------
Net voyage revenues $ 34,284 $ 32,470 $ 69,938 $ 73,508
============= ======= ========= ========
</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 analysis of
operational and financial performance of vessels after they have been completely
integrated into the our operations. Same Fleet data set forth in the table below
is provided for comparison of the periods for the three months ended June 30,
2002 and 2001 and six months ended June 30, 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.
<Page>
SAME FLEET ANALYSIS
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------- -------------------------
JUNE-02 JUNE-01 JUNE-02 JUNE-01
------- ------- -------- --------
INCOME STATEMENT DATA
(Dollars in thousands, except share data)
Voyage revenue $28,280 $38,691 $ 54,572 $ 86,733
Voyage expenses (9,492) (7,736) (16,574) (14,740)
------- ------- -------- --------
NET VOYAGE REVENUES 18,788 30,955 37,998 71,993
Direct vessel expenses 6,963 6,885 14,099 13,695
INCOME STATEMENT MARGIN ANALYSIS
(% of net voyage revenues)
Direct vessel expenses 37.1% 22.2% 37.1% 19.0%
Adjusted EBITDA (1) 56.0% 72.8% 56.1% 76.9%
OTHER FINANCIAL DATA
(Dollars in thousands)
Adjusted EBITDA 10,523 22,551 21,303 55,372
FLEET DATA
Weighted average number of vessels 14.0 14.0 14.0 14.0
Total calendar days for fleet 1,274 1,274 2,534 2,534
Total voyage days for fleet 1,138 1,122 2,392 2,367
Total time charter days for fleet 247 381 679 886
Total spot market days for fleet 891 741 1,713 1,481
Capacity utilization 89.3% 88.1% 94.4% 93.4%
AVERAGE DAILY RESULTS
TCE 16,510 27,590 15,886 30,415
Direct vessel expenses 5,466 5,405 5,564 5,404
Adjusted EBITDA 8,260 17,701 8,407 21,852
</Table>
THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2001
VOYAGE REVENUES -- Voyage revenues increased by $13.8 million, or 33.6%, to
$54.6 million for the three months ended June 30, 2002 compared to $40.8 million
for the three months ended June 30, 2001. This increase is due to the increase
in the number of vessels in our fleet during the three months ended June 30,
2002 compared to 2001 as the overall spot freight market was weaker during the
three months ended June 30, 2002 compared to the prior period. The average size
of our fleet during those periods increased 95.1% to 29.0 (24.0 Aframax, 5.0
Suezmax) tankers during 2002 compared to 14.9 tankers (9.9 Aframax, 5.0 Suezmax)
during 2001.
VOYAGE EXPENSES -- Voyage expenses increased $11.9 million, or 142%, to $20.3
million for the three months ended June 30, 2002 compared to $8.4 million for
the three months ended June 30, 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.
NET VOYAGE REVENUES -- Net voyage revenues, which are voyage revenues minus
voyage expenses, increased by $1.8 million, or 5.6%, to $34.3 million for the
three months ended June 30, 2002 compared to $32.5 million for the three months
ended June 30, 2001. This increase is the result of the increase in the size of
our fleet as the spot freight market was weaker during the three months ended
June 30, 2002 compared to the prior year period. The average size of our fleet
increased 95.1% to 29.0 tankers for the three months ended June 30, 2002
compared to 14.9 tankers for the prior year period, while our average TCE rates
declined 47.3% to $14,255 compared to $27,037 for the same periods.
<Page>
The total increase in our net voyage revenues of $1.8 million resulted from a
decrease of $12.2 million in our Same Fleet revenues, to $18.8 million from
$31.0 million, an increase of $2.9 million to $4.5 million from $1.5 million
from vessels that we acquired during the 2001 that are not considered Same Fleet
and $11.1 million in revenues from vessels that we acquired after June 30, 2001.
Vessels that are not considered Same Fleet vessels are the vessels we acquired
after March 31, 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, 5 Suezmax) as of June 30, 2002
compared to 14 vessels (9 Aframax, 5 Suezmax) as of June 30, 2001.
ON AN OVERALL FLEET BASIS:
- Average daily time charter equivalent rate per vessel decreased by $12,782,
or 47.3%, to $14,255 ($14,296 Aframax, $14,070 Suezmax) for the three
months ended June 30, 2002 compared to $27,037 ($25,179 Aframax, $31,645
Suezmax) for the three months ended June 30, 2001.
- $6.2 million, or 18.1%, of net voyage revenue was generated by time charter
contracts ($6.2 million Aframax, Suezmax vessels did not operate on time
charter during this period) and $28.1 million, or 81.9%, was generated in
the spot market ($21.9 million Aframax, $6.2 million Suezmax) for the three
months ended June 30, 2002, compared to $9.2 million, or 28.3%, of our net
voyage revenue generated by time charter contracts ($9.2 million Aframax,
Suezmax vessels did not operate on time charter during this period), and
$23.3 million, or 71.7%, generated in the spot market ($12.4 million
Aframax, $10.9 million Suezmax) for the three months ended June 30, 2001.
- Vessels operated an aggregate of 316 days, or 13.1 %, on time charter
contracts (316 days Aframax, 0 days Suezmax) and 2,089 days, or 86.9%, in
the spot market (1,648 days Aframax, 441 days Suezmax) for the three months
ended June 30, 2002, compared to 396 days, or 33.0%, on time charter
contracts (396 days Aframax, 0 days Suezmax) and 805 days, or 67.0%, in the
spot market (460 days Aframax, 345 days Suezmax) for the three months ended
June 30, 2001.
- Average daily time charter rates were $19,679 ($19,679 Aframax, Suezmax
vessels did not operate on time charter during this period) for the three
months ended June 30, 2002 compared to average daily time charter rates of
$23,214 ($23,214 Aframax, Suezmax vessels did not operate on time charter
during this period) for the three months ended June 30, 2001. 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 $13,434 ($13,264 Aframax, $14,070 Suezmax)
for the three months ended June 30, 2002, compared to average daily spot
rates of $28,917 ($26,871 Aframax, $31,645 Suezmax) for the three months
ended June 30, 2001.
We seek opportunities to increase the number of our vessels on time
charters, but only expect to enter into additional time charters if can obtain
rates that we believe provides us with an appropriate return. The following
summarizes the portion of the Company's fleet that was on time charter as of
June 30, 2002:
<Page>
<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 brokers' 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.
Of our net voyage revenues of $34.3 million for the three months ended
June 30, 2002, $18.8 million was attributable to our Same Fleet. Same Fleet for
the three months ended June 30, 2002 and 2001 consisted of 14 vessels (9
Aframax, 5 Suezmax). Same Fleet net voyage revenues decreased by $12.2 million,
or 39.3%, to $18.8 million for the three months ended June 30, 2002 compared to
$31.0 million for the three months ended June 30, 2001. This decrease is
attributable to decreases in our average spot and time charter tanker rates for
the three months ended June 30, 2002 compared to those rates for the three
months ended June 30, 2001.
ON A SAME FLEET BASIS:
- Average daily time charter equivalent rate per vessel decreased by
$11,080, or 40.2%, to $16,510 ($18,053 Aframax, $14,070 Suezmax) for the
three months ended June 30, 2002 compared to $27,590 ($25,789 Aframax,
$31,645 Suezmax) for the three months ended June 30, 2001.
- $5.1 million, or 26.9%, of net voyage revenue was generated by time
charter contracts ($5.1 million Aframax, Suezmax vessels did not operate
on time charter during this period) and $13.7 million, or 73.1%, was
generated in the spot market ($7.5 million Aframax, $6.2 million Suezmax)
for the three months ended June 30, 2002, compared to approximately $8.9
million, or 28.7 %, of our net voyage revenue generated by time charter
contracts ($8.9 million Aframax, Suezmax vessels did not operate on time
charter during this period), and $22.1 million, or 71.3%, generated in
the spot market ($11.2 million Aframax, $10.9 million Suezmax) for the
three months ended June 30, 2001.
- Vessels operated an aggregate of 247 days, or 21.7%, on time charter
contracts (247 days Aframax, 0 days Suezmax) and 891 days, or 78.3%, in
the spot market (450 days Aframax, 441 days Suezmax) for the three months
ended June 30, 2002, compared to 381 days, or 34.0%, on time charter
contracts (381 days Aframax, 0 days Suezmax) and 741 days, or 66.0%, in
the spot market (396 days Aframax, 345 days Suezmax) for the three months
ended June 30, 2001.
- Average daily time charter rates were $20,481 ($20,481 Aframax, Suezmax
vessels did not operate on time charter during this period) for the three
months ended June 30, 2002 compared to average daily time charter rates
of $23,316 ($23,316 Aframax, Suezmax vessels did not
<Page>
operate on time charter during this period) for the three months ended
June 30, 2001. This decrease is due to the expiration of some or our time
charter contracts.
- Average daily spot rates were $15,409 ($16,720 Aframax, $14,070 Suezmax)
for the three months ended June 30, 2002, compared to average daily spot
rates of $29,787 ($28,169 Aframax, $31,645 Suezmax) for the three months
ended June 30, 2001.
DIRECT VESSEL EXPENSES -- Direct vessel expenses, which include crew costs,
provisions, deck and engine stores, lubricating oil, insurance, maintenance and
repairs increased by $6.6 million, or 92.2%, to $13.7 million for the three
months ended June 30, 2002 compared to $7.1 million for the three months ended
June 30, 2001. This increase is primarily due to the growth of our fleet, which
increased 95.1% for the same periods. On a daily basis, direct vessel expenses
per vessel decreased by $81, or 1.5%, to $5,175 ($4,968 Aframax, $6,171 Suezmax)
for the three months ended June 30, 2002 compared to $5,256 ($4,954 Aframax,
$5,851 Suezmax) for the three months ended June 30, 2001 primarily as the result
of the timing of purchases, repairs and services within the period. Same Fleet
direct vessel expenses increased $78,000, or 1.1%, to $7.0 million for the three
months ended June 30, 2002 compared to $6.9 million the three months ended June
30, 2001. This increase is primarily the result of increases in crew 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 $61, or
1.1%, to $5,466 ($5,074 Aframax, $6,172 Suezmax) compared to $5,405 ($5,156
Aframax, $5,851 Suezmax) for the three months ended June 30, 2002 compared to
the three months ended June 30, 2001. 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; however, we have not yet
experienced any material increase in costs.
GENERAL AND ADMINISTRATIVE EXPENSES -- General and administrative expenses
increased by $1.0 million, or 55.2 %, to $2.7 million for the three months ended
June 30, 2002 compared to $1.7 million for the three months ended June 30, 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 June 30, 2002 compared to the three months ended June 30,
2001. Daily general and administrative expenses per vessel decreased $263, or
20.5%, to $1,022 for the three months ended June 30, 2002 compared to $1,285 for
the three months ended June 30, 2001. This decrease reflects the economies of
scale associated with operating a larger fleet.
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 $7.3 million, or 96.6 %, to $14.8 million for
the three months ended June 30, 2002 compared to $7.5 million for the three
months ended June 30, 2001. This increase is primarily due to the growth of our
fleet for the three months ended June 30, 2002 compared to the three months
ended June 30, 2001. Amortization of dry dock and repairs increased by $67,000,
or 12.1%, to $622,000 for the three months ended June 30, 2002 compared to
$555,000 for the three months ended June 30, 2001. This increase in amortization
of drydocking includes amortization associated with $4.1 million in drydocking
and repairs relating to our vessels for the three months ended June 30, 2002,
$2.6 million of which relates to vessels which we are drydocking for the first
time since we acquired them, compared to amortization of $3.5 million associated
with drydocking and repairs for the three months ended June 30, 2001. We have
increased our estimate for drydocking during 2002. See the chart showing
estimated drydocking costs under "Liquidity and Capital Resources." This change
reflects potential increases in drydocking costs overall and with particular
vessels. We anticipate that the amortization associated with drydocking our
vessels will increase in the future, as we will be drydocking for the first time
additional acquired vessels which are now part of our fleet.
<Page>
NET INTEREST EXPENSE -- Net interest expense increased by $0.5 million, or
14.7%, to $3.8 million for the three months ended June 30, 2002 compared to $3.3
million for the three months ended June 30, 2001. This increase is the result of
a 49.2% increase in our weighted average outstanding debt of $335 million for
the three months ended June 30, 2002 compared to $225 million for the three
months ended June 30, 2001. The refinancing of our previous credit facilities
and the overall lower interest rate environment mitigated the effect of the
increase of our weighted average outstanding debt on our net interest expense.
Our new facilities, described below, are partially hedged at lower effective
interest rates and include lower margins on LIBOR.
OTHER EXPENSE - We incurred a non-recurring expense of $1.8 million during the
three months ended June 30, 2001relating to the termination of interest rate
swap agreements associated with certain prior loans, which were refinanced by
our two new credit facilities. No such expense occurred during the three months
ended June 30, 2002.
EXTRAORDINARY EXPENSE - We incurred an extraordinary expense of $1.2 million
during the three months ended June 30, 2001 relating to the write off of
remaining capitalized loan costs associated with existing loans, which were
refinanced by our two new credit facilities. No such expense occurred during the
three months ended June 30, 2002.
NET INCOME -- Net loss was $634,000 for the three months ended June 30, 2002
compared to net income of $9.8 million for the three months ended June 30, 2001.
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2001
VOYAGE REVENUES -- Voyage revenues increased by $18.6 million, or 21.0%, to
$107.5 million for the six months ended June 30, 2002 compared to $88.9 million
for the six months ended June 30, 2001. This increase is due to the increase in
the number of vessels in our fleet during the six months ended June 30, 2002
compared to 2001 as the overall spot freight market was weaker during the six
months ended June 30, 2002 compared to the prior period. The average size of our
fleet during those periods increased 101% to 29.0 (24.0 Aframax, 5.0 Suezmax)
tankers during 2002 compared to 14.4 tankers (9.4 Aframax, 5.0 Suezmax) during
2001.
VOYAGE EXPENSES -- Voyage expenses increased $22.2 million, or 145 %, to $37.6
million for the six months ended June 30, 2002 compared to $15.4 million for the
six months ended June 30, 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.
NET VOYAGE REVENUES -- Net voyage revenues, which are voyage revenues minus
voyage expenses, decreased by $3.6 million, or 4.9%, to $69.9 million for the
six months ended June 30, 2002 compared to $73.5 million for the six months
ended June 30, 2001. This decrease is due to the overall weaker spot freight
rate market during the six months ended June 30, 2002 compared to the prior year
period. The average size of our fleet increased 101% to 29 tankers for the six
months ended June 30, 2002 compared to 14.4 tankers for the prior year period,
while our average TCE rates declined 52.8% to $14,175 compared to $30,052 for
the same periods. The total decrease in our net voyage revenues of $3.6 million
resulted from a decrease of $34.0 million in our Same Fleet revenues, to $38.0
million from $72.0 million, an increase of $9.0 million to $10.5 million from
$1.5 million from vessels that we acquired during the 2001 that are not
considered Same Fleet and $21.4 million in revenues from vessels that we
acquired after June 30, 2001. Vessels that are not considered Same Fleet vessels
are the vessels
<Page>
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.
ON AN OVERALL FLEET BASIS:
- Average daily time charter equivalent rate per vessel decreased by
$15,877, or 52.8%, to $14,175 ($14,304 Aframax, $13,581 Suezmax) for the
six months ended June 30, 2002 compared to $30,052 ($28,802 Aframax,
$32,684 Suezmax) for the six months ended June 30, 2001.
- $15.8 million, or 22.7%, of net voyage revenue was generated by time
charter contracts ($15.8 million Aframax, Suezmax did not operate on time
charter during this period) and $54.1 million, or 73.3%, was generated in
the spot market ($42.1 million Aframax, $12.0 million Suezmax) for the
six months ended June 30, 2002, compared to $23.4 million, or 31.8%, of
our net voyage revenue generated by time charter contracts ($21.0 million
Aframax, $2.4 million Suezmax), and $50.1 million, or 68.2%, generated in
the spot market ($26.8 million Aframax, $23.3 million Suezmax) for the
six months ended June 30, 2001.
- Vessels operated an aggregate of 856 days, or 17.3 %, on time charter
contracts (856 days Aframax, 0 days Suezmax) and 4,078 days, or 82.7%, in
the spot market (3,193 days Aframax, 885 days Suezmax) for the six months
ended June 30, 2002, compared to 901 days, or 36.8%, on time charter
contracts (804 days Aframax, 97 days Suezmax) and 1,545 days, or 63.2%,
in the spot market (854 days Aframax, 691 days Suezmax) for the six
months ended June 30, 2001.
- Average daily time charter rates were $18,526 ($18,526 Aframax, Suezmax
vessels did not operate on time charter during this period) for the six
months ended June 30, 2002 compared to average daily time charter rates
of $25,953 ($26,086 Aframax, $24,851 Suezmax) for the six months ended
June 30, 2001. 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 $13,261 ($13,173 Aframax, $13,581 Suezmax)
for the six months ended June 30, 2002, compared to average daily spot
rates of $32,443 ($31,359 Aframax, $33,783 Suezmax) for the six months
ended June 30, 2001.
Of our net voyage revenues of $69.9 million for the six months ended June
30, 2002, $38.0 million was attributable to our Same Fleet. Same Fleet for the
six months ended June 30, 2002 and 2001 consisted of 14 vessels (9 Aframax, 5
Suezmax). Same Fleet net voyage revenues decreased by $34.0 million, or 47.2%,
to $38.0 million for the six months ended June 30, 2002 compared to $72.0
million for the six months ended June 30, 2001. This decrease is attributable to
decreases in our average spot and time charter tanker rates for the six months
ended June 30, 2002 compared to those rates for the six months ended June 30,
2001
ON A SAME FLEET BASIS:
- Average daily time charter equivalent rate per vessel decreased by
$14,529, or 47.8%, to $15,886 ($17,239 Aframax, $13,581 Suezmax) for the
six months ended June 30, 2002
<Page>
compared to $30,415 ($29,283 Aframax, $32,684 Suezmax) for the six months
ended June 30, 2001.
- $13.1 million, or 34.3%, of net voyage revenue was generated by time
charter contracts ($8.0 million Aframax, Suezmax vessels did not operate
on time charter during this period) and $24.9 million, or 65.7%, was
generated in the spot market ($12.9 million Aframax, $12.0 million
Suezmax) for the six months ended June 30, 2002, compared to
approximately $23.1 million, or 32.0%, of our net voyage revenue
generated by time charter contracts ($20.7 million Aframax, $2.4 million
Suezmax), and $48.9 million, or 68.0%, generated in the spot market
($25.6 million Aframax, $23.3 million Suezmax) for the six months ended
June 30, 2001.
- Vessels operated an aggregate of 679 days, or 28.4%, on time charter
contracts (679 days Aframax, 0 days Suezmax) and 1,713 days or 71.6%, in
the spot market (828 days Aframax, 885 days Suezmax) for the six months
ended June 30, 2002, compared to 886 days, or 37.4%, on time charter
contracts (789 days Aframax, 97 days Suezmax) and 1,481 days, or 62.6%,
in the spot market (790 days Aframax, 691 days Suezmax) for the six
months ended June 30, 2001.
- Average daily time charter rates were $19,221 ($19,221 Aframax, $0
Suezmax) for the six months ended June 30, 2002 compared to average daily
time charter rates of $26,043 ($26,189 Aframax, $24,851 Suezmax) for the
six months ended June 30, 2001. This decrease is due to the expiration of
some or our time charter contracts.
- Average daily spot rates were $14,564 ($15,614 Aframax, $13,581 Suezmax)
for the six months ended June 30, 2002, compared to average daily spot
rates of $33,031 ($32,373 Aframax, $33,783 Suezmax) for the six months
ended June 30, 2001.
DIRECT VESSEL EXPENSES -- Direct vessel expenses, which include crew costs,
provisions, deck and engine stores, lubricating oil, insurance, maintenance and
repairs increased by $13.6 million, or 97.9%, to $27.5 million for the six
months ended June 30, 2002 compared to $13.9 million for the six months ended
June 30, 2001. This increase is primarily due to the growth of our fleet, which
increased 101% for the same periods. On a daily basis, direct vessel expenses
per vessel decreased by $81, or 1.5%, to $5,246 ($5,084 Aframax, $6,023 Suezmax)
for the six months ended June 30, 2002 compared to $5,327 ($5,009 Aframax,
$5,928 Suezmax) for the six months ended June 30, 2001, primarily as the result
of the timing of purchases, repairs and services within the period. Same Fleet
direct vessel expenses increased $0.4 million, or 3.0%, to $14.1 million for the
six months ended June 30, 2002 compared to $13.7 million the six months ended
June 30, 2001. This increase is primarily the result of the timing of purchases,
services and repairs within the period. On a daily basis, Same Fleet direct
vessel expenses per vessel increased $160, or 3.0%, to $5,564 ($5,309 Aframax,
$6,023 Suezmax) compared to $5,404 ($5,114 Aframax, $5,928 Suezmax) for the six
months ended June 30, 2002 compared to the six months ended June 30, 2001.
GENERAL AND ADMINISTRATIVE EXPENSES -- General and administrative expenses
increased by $2.3 million, or 71.5%, to $5.4 million for the six months ended
June 30, 2002 compared to $3.1 million for the six months ended June 30, 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 six months ended June 30, 2002 compared to the six months ended June 30,
2001. Daily general and administrative expenses per vessel decreased $175, or
14.6%, to $1,025 for the six months ended June 30, 2002 compared to $1,200 for
the six months ended June 30, 2001. This decrease reflects the economies of
scale associated with operating a larger fleet.
<Page>
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 $15.0 million, or 105%, to $29.4 million for
the six months ended June 30, 2002 compared to $14.4 million for the six months
ended June 30, 2001. This increase is primarily due to the growth of our fleet
for the six months ended June 30, 2002 compared to the six months ended June 30,
2001. Amortization of dry dock and repairs increased by $266,000, or 25.6%, to
$1.3 million for the six months ended June 30, 2002 compared to $1.0 million for
the six months ended June 30, 2001. This increase in amortization of drydocking
includes amortization of $4.9 million in drydocking and repairs relating to our
vessels for the six months ended June 30, 2002, $3.3 million of which relates to
vessels which we are drydocking for the first time since we acquired them,
compared to amortization of $3.6 million associated with drydocking and repairs
relating for the six months ended June 30, 2001. We have increased our estimate
for drydocking during 2002. See the chart showing estimated drydocking costs
under "Liquidity and Capital Resources". This change reflects reflect potential
increases in drydocking costs overall and with particular vessels. We anticipate
that the amortization associated with drydocking our vessels will increase in
the future, as we will be drydocking for the first time additional acquired
vessels which are now part of our fleet.
NET INTEREST EXPENSE -- Net interest expense increased by $150,000, or 2.0%, to
$7.7 million for the three months ended June 30, 2002 compared to $7.5 million
for the three months ended June 30, 2001. This increase is the result of a 40.4%
increase in our weighted average outstanding debt of $318 million for the three
months ended June 30, 2002 compared to $227 million for the three months ended
June 30, 2001. The refinancing of our previous credit facilities and the overall
lower interest rate environment mitigated the effect of the increase of our
weighted average outstanding debt on our net interest expense.
OTHER EXPENSE - We incurred a non-recurring expense of $1.8 million during the
six months ended June 30, 2001relating to the termination of interest rate swap
agreements associated with certain prior loans, which were refinanced by our two
new credit facilities. No such expense occurred during the six months ended June
30, 2002.
EXTRAORDINARY EXPENSE - We incurred an extraordinary expense of $1.2 million
during the six months ended June 30, 2001relating to the write off of remaining
capitalized loan costs associated with existing loans, which were refinanced by
our two new credit facilities. No such expense occurred during the six months
ended June 30, 2002.
NET INCOME -- Net loss was $59,000 for the six months ended June 30, 2002
compared to net income of $31.6 million for the six months ended June 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
Since our formation, our principal source of funds has been equity
financings, cash flows from operating activities and long-term borrowings. Our
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.
<Page>
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 $5.8 million as of June 30, 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 $50.9 million as of June 30, 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 June
30, 2002 and December 31, 2001.
Adjusted EBITDA, as defined in Note 1 to the "Results of Operations"
table above decreased by $5.7 million, or 24.1%, to $17.9 million for the
three months ended June 30, 2002 from $23.6 million for the three months
ended June 30, 2001, this decrease is due to the weaker spot freight rate
market. On a daily basis, Adjusted EBITDA per vessel decreased by $10,682, or
61.1%, to $6,794 for the three months ended June 30, 2002 from $17,476 for
the three months ended June 30, 2001. Same Fleet Adjusted EBITDA decreased by
$12.0 million, or 53.3%, to $10.5 million for the three months ended June 30,
2002 from $22.6 million for the three months ended June 30, 2001. Same Fleet
daily Adjusted EBITDA decreased to $8,260 from $17,701 for the same periods.
Adjusted EBITDA, decreased by $19.4 million, or 34.4%, to $37.0 million for
the six months ended June 30, 2002 from $56.5 million for the six months ended
June 30, 2001, this decrease is due to the weaker spot freight rate market. On a
daily basis, Adjusted EBITDA per vessel decreased by $14,562, or 67.4%, to
$7,053 for the six months ended June 30, 2002 from $21,615 for the six months
ended June 30, 2001. Same Fleet Adjusted EBITDA decreased by $34.1 million, or
61.5%, to $21.3 million for the six months ended June 30, 2002 from $55.4
million for the six months ended June 30, 2001. Same Fleet daily Adjusted EBITDA
decreased to $8,407 from $21,852 for the same periods.
We have two credit facilities. The first ("First") closed on June 15, 2001
and the second ("Second") closed 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 that own the
vessels that collateralize each credit facility have guaranteed the loans made
under the appropriate credit facility, and we have
<Page>
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:
<Table>
<Caption>
======================================================================================================
PRINCIPAL PAYMENTS (DOLLARS IN MILLIONS)
------------------------------------------------------------------------------------------------------
TOTAL
FIRST SECOND PRINCIPAL
PERIOD FACILITY FACILITY REPAYMENTS
------------------------------------------------------------------------------------------------------
2002 (July 1 - December 31, 2002) $23.0 $13.5 $36.5
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 our drydocking, 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.
<Table>
<Caption>
ESTIMATED DRY DOCKING COSTS
(DOLLARS IN MILLIONS)
--------------------------------
29
VESSEL
YEAR FLEET
-------- ---------
2002 $10.1
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.
<Page>
<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>
We have accelerated the dry docking schedule for our vessels for 2002 in order
to make more vessels available in a potentially higher rate environment later in
the year and in order to benefit from regulations which allow us to undertake
special surveys in the water if they are done prior to July 2002. The chart
below indicates on a quarterly basis the actual and anticipated number of
vessels commencing dry docking and the approximate number of associated off hire
days for 2002.
<Table>
<Caption>
Number of vessels Number of off hire
commencing dry days associated with
Period docking dry docking
First quarter 2002 (actual) 3 57
Second quarter (actual) 7 207
Third quarter (estimated) 1 100
Fourth quarter (estimated) 1 30
----------------- --------------------
Full year 2002 (estimated) 12 394
</Table>
Net cash provided by operating activities decreased 55.5% to $20.8 million
for the six months ended June 30, 2002, compared to $46.7 million for the six
months ended June 30, 2001. This decrease is primarily attributable to a net
loss of $59,000 and depreciation and amortization of $29.4 million for the six
months ended June 30, 2002 compared to net income of $31.6 million and
depreciation and amortization of $14.4 million for the six months ended June 30,
2001.
Net cash used in investing activities decreased to $0.1 million for the six
months ended June 30, 2002 compared to $61.0 million for the six months ended
June 30, 2001. During the six months ended June 30, 2001, we expended $31.2
million for the purchase of 1 vessel, $24.3 million on deposits for 8 vessels,
and $5.4 million for the purchase of United Overseas Tankers.
Net cash used by financing activities was $32.1 million for the six months
ended June 30, 2002 compared to $65.0 million for the six months ended June 30,
2001. The change in cash used by financing activities relates to the following:
- Net proceeds used from borrowing under long-term debt was $5.0 million
which was drawn from our revolving credit facility for the six months ended
June 30, 2002 compared to $230.4
<Page>
million which was associated with our new credit facilities in connection
with the refinancing of our prior loans for the six months ended June 30,
2001.
- Principal repayments of long-term debt was $36.5 million for the six months
ended June 30, 2002 associated with the principal repayment schedule of the
term loans of our two credit facilities compared to $287.6 million for the
six months ended June 30, 2001 associated with the refinancing of our prior
loans as well as the repayment of loans associated with five vessels which
we acquired.
In June 2002, we agreed with several participants in our plan of
recapitalization to adjust the number of shares to which they would be entitled
under the plan. In connection with the adjustment we reduced the number of
shares of common stock allocated to these participants by 35,230 shares (which
we retired and cancelled), and the participants retained approximately $634,000
of charter hire that they had received.
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 our
customers, such costs will reduce our operating income.
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 June
30, 2002, we had $308.1 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 June 30, 2002 and December 31, 2001, we were party to interest rate swap
agreements having aggregate notional amounts of $121.0 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
<Page>
maturity and outstanding notional principal amount at the time of termination.
As of June 30, 2002 the fair value of these swaps was a net liability to us of
$2.1 million. A one percent increase in LIBOR would increase interest expense on
the portion of our $187.1 million outstanding floating rate indebtedness that is
not hedged by approximately $1.9 million per year from June 30, 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. The parties exchanged main post
arbitration briefs on July 12, 2002, and reply briefs were exchanged on
August 2, 2002. The matter is now fully briefed, and the parties are
awaiting the arbitrator's decision.
We are also a party to an ongoing legal proceeding involving one of our
vessels, the GENMAR HECTOR. This proceeding commenced on March 16, 2001 and
relates to a discharge of oil which occurred on March 14, 2001 while the GENMAR
HECTOR was unloading at the BP Amoco Co. terminal in
<Page>
Texas City, Texas. This proceeding was disclosed in our Quarterly Report on Form
10-Q for the quarter ended March 31, 2002 (filed with the Securities and
Exchange Commission on May 15, 2002). There were no material developments in
this proceeding during the quarter ended June 30, 2002.
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.
a) General Maritime's annual meeting of shareholders was held on May
16, 2002.
b) Not required.
c) Matters voted upon at the annual meeting, and the results of the
voting, were as follows:
PROPOSAL 1: ELECTION OF DIRECTORS
<Table>
For: Peter G. Cazalet 30,132,253 Withheld: 200
For: Rex W. Harrington 30,032,953 Withheld: 99,500
Broker non-votes: 0
</Table>
Messrs. Cazalet and Harrington were re-elected as Class I
directors of General Maritime until the 2005 annual meeting of
shareholders and until their successors are elected and
qualified.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP
AS GENERAL MARITIME'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2002
<Table>
Total shares in favor: 29,966,153
Total shares opposed: 166,100
Total shares abstaining: 200
Broker non-votes: 0
</Table>
The appointment of Deloitte & Touche LLP as General Maritime's
independent auditors for the fiscal year ending December 31, 2002
was ratified.
d) Not applicable.
ITEM 5. OTHER INFORMATION.
In compliance with Section 906 of the Sarbanes-Oxley Act of 2002, we
have provided certifications of our chief executive officer and chief
financial officer to the Securities and Exchange Commission. These
certifications were provided accompanying this report as supplemental
correspondence and have not been filed pursuant to the Securities
Exchange Act of 1934.
<Page>
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. 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)
<Page>
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.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months ended
June 30, 2002.
<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: AUGUST 12, 2002 By: /s/ Peter C. Georgiopoulos
-------------------------------
Peter C. Georgiopoulos
Chairman and Chief Executive
Officer
(Duly Authorized Officer)
Date: AUGUST 12, 2002 By: /s/ James C. Christodoulou
-------------------------------
James C. Christodoulou
Vice President, Chief Financial
Officer and Secretary
(Principal Financial Officer)
<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)
2.10 Vessel Contribution Agreement, dated April 26, 2001, between
General Maritime Ship Holdings Ltd. and Blystad Shipholding
Inc., Liberia. (2)
<Page>
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.