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Executives

Jeffrey Pribor - Chief Financial Officer, Principal Accounting Officer and Executive Vice President

John Tavlarios - President and Director

Brian Kerr - IR

Analysts

Christopher Miller

Robert MacKenzie - FBR Capital Markets & Co.

Justine Fisher - Goldman Sachs Group Inc.

Unknown Analyst -

General Maritime (GMR) Q2 2011 Earnings Call July 28, 2011 8:30 AM ET

Operator

Good morning, everyone, and welcome to the General Maritime Corporation's Conference Call to discuss the company's 2011 second quarter results. Today's call is being recorded. [Operator Instructions] A replay of the call will be accessible anytime during the next 2 weeks by dialing (888) 203-1112 for U.S. callers and (719) 457-0820 for non-U.S. callers. To access the replay, please enter the code 2018451. At this time, I would like to turn the conference over to Mr. Brian Kerr. Please go ahead, sir.

Brian Kerr

Welcome, ladies and gentlemen, to General Maritime Corporation Conference Call to discuss the company's second quarter and 6 months results. I would like to remind everyone that this conference call is now being webcast on the company's website, www.generalmaritimecorp.com. There are additional materials related to our earnings announcement, including a slide presentation, on our website. You should be aware that in today's conference call, we will be making certain forward-looking statements that discuss future events and performance. These statements are subject to risks and uncertainties that could cause actual results to differ from the forward-looking statements.

For a discussion of factors that could cause results to differ, please see the company's earnings press release that was issued yesterday and the company's filings with the Securities and Exchange Commission, including, without limitation, the company's annual report on Form 10-K for the year ended December 31, 2010, and its subsequent reports on Form 10-Q and Form 8-K.

Now I'd like to introduce Mr. John Tavlarios, President and Chief Executive Officer of General Maritime Corporation.

John Tavlarios

Good morning, and welcome to General Maritime's Second Quarter and 6 month 2011 Earnings Conference Call. With me today are Peter Georgiopoulos, Chairman; Jeff Pribor, Chief Financial Officer; and John Georgiopoulos, Executive Vice President.

As outlined on Slide 3 of the presentation, I'll begin today's call by discussing the highlights of the 3 and 6 months ended June 30, 2011. Jeff will then review our financial results. Following this, I'll provide some remarks on our company outlook and an overview of the industry. We'll then be happy to take your questions.

I'll begin on Slide 4 with a brief review of our second quarter and 6 month financial highlights. We recorded a net loss of $24 million for the second quarter or $0.21 basic and diluted loss per share. The net loss of $55.5 million for the 6 months ending June 30, 2011, or a $0.56 basic and diluted loss per share.

Excluding certain non-cash items, we recorded a net loss of $36.8 million or $0.33 basic and diluted loss per share for the quarter and a net loss of $63.3 million or $0.64 basic and diluted loss per share for the 6-month period. Adjusted EBITDA for the second quarter and 6 months ending June 30, 2011, was $15.9 million and $37.2 million respectively.

For the past few months, General Maritime has taken important steps to strengthen its balance sheet and capital structure, which has enhanced the company's ability to operate in a challenging market environment and improved its future prospects.

Through the successful completion of a number of important transactions, we've increased the company's liquidity and financial flexibility, while reducing its near-term cash requirements. Specifically, we have raised over $250 million in capital, reduced the company's senior bank debt by $188 million, eliminated over $12 million of drydock costs through the execution of our fleet renewal program and amended and extended our credit facilities under favorable terms.

On Slide 5, we detail our ongoing progress. First, during the second quarter, we completed our previously announced refinancing initiatives, including the $200 million Oaktree credit agreement, the amended and extended $550 million credit facility and the amended and restated $372 million credit facility.

Second, we completed a 26.5 million share common stock offering and utilized a portion of the $50 million proceeds, combined with borrowings under our 2010 credit facility, to fund the purchase of the seventh and final Metrostar vessel.

Third, we completed the sale of the Genmar Progress, a 1991-built vessel, and in doing so further improved the fleet's age profile and reduced debt under our 2005 facility by an additional $7.8 million.

Fourth, in the second quarter, we sold over 5.4 million shares as part of our at-the-market equity program, which is intended to provide the company with the flexibility to efficiently access the equity markets as needed, in order to further strengthen the company's financial position.

Turning to Slide 6, we highlight 2 additional transactions that we entered into following the close of the second quarter. During the current third quarter, we agreed to enter our 7 VLCCs into Seawolf Tanker's commercial pool of VLCC managed by Heidmar, one of the world's leading commercial operators of tankers.

By entering the pool, we believe that General Maritime will achieve the following financial and operational benefits: First, since bunkers on board vessels are purchased upon delivering into the pool and since the pool pays bunker and port costs, General Maritime expects to improve and reduce its near-term working capital needs; second, entering the pool complements our flexible deployment strategy by enhancing our ability to maximize earnings, while maintaining a level of stability in our results; third, the pool provides the opportunity to realize economies of scale and to benefit from a high-margin extensive global network. Finally, as a founding member, General Maritime will have voting rights with respect to the pool and will work with Heidmar to set and implement the pool strategy in order to optimize results.

Also during the third quarter, we amended our $550 million revolving credit facility, $372 million facility and a $200 million Oaktree investment to reduce General Maritime's minimum cash balance covenant from $50 million to $35 million until December 31, 2011, and $40 million until March 31, 2012.

By reducing General Maritime's minimum cash balance during the time when we continue to remain in compliance with all of our covenants, we achieved 2 important objectives. First, we provided the company with a source of liquidity. Second, we acted proactively to continue to effectively manage the company during the cyclical downturn in the tanker market.

Our success in reducing General Maritime's minimum cash balance further demonstrates the ongoing support we continue to receive from our distinguished bank group. Our strong banking relationship serves as a core differentiator for our company and underscores General Maritime's future prospects and leadership position.

On Slide 7, we provide our current chartering highlights. We continue to make significant progress implementing the company's flexible deployment strategy as we remain steadfast in our commitment to effectively manage the company's assets through tanker cycles. In order to meet this important objective, we signed time charters for 2 vessels during the current third quarter. Specifically, we signed one-year time charters for the Genmar Atlas and Genmar Poseidon, each with Heidmar, at market rates, subject to a base rate of $15,000 per day.

Importantly, the contracts also include a 50/50 profit-sharing agreement above $30,000 per day. Including these most recent 2 time charters, 16 of our vessels are currently booked on fixed contracts, representing 47% of the current fleet, 42% of our expected operating days for the second half of 2011, approximately $48 million of contracted revenue for the second half of 2011, and approximately $40 million for 2012.

Turning to Slide 8, we included a chart that details our time charter coverage. All 16 contracts continue to be backed by leading oil companies and trades such as BP, Trafigura, Shell, Sempra, Stena and others. We believe that our success in continuing to attract world-class charters is a direct result of General Maritime's broad and diversified service offering and our reputation for providing customers with a modern fleet that meets stringent operational standards.

Going forward, we intend to continue implementing our flexible fleet deployment strategy with a goal of operating 40% to 50% of our fleet on time charters. This strategy allows us to maintain a level of stability in our results, cover a substantial portion of our costs and take advantage of any future rate increases.

I would now like to turn the call over to Jeff Pribor.

Jeffrey Pribor

Thank you, John. And good morning, everyone. Beginning on Slide 10, I'd like to review our second quarter results.

For the 3 months ended June 30, 2011, the company recorded a net loss of $24 million or $0.21 basic and diluted loss per share. For the prior year period, the company recorded a net loss of $14.3 million or $0.25 basic and diluted earnings per share.

The decrease in net income was primarily due to a 20% decrease in our fleet TCE, compared to the prior year period, as well as an $8 million increase in net interest expense. Our net interest expense increased to $27 million during the quarter ended June 30, compared to net interest expense of $19 million for the prior year period. The increase is primarily due to the additional debt associated with the Metrostar vessels, as well as the new Oaktree PIK security.

To analyze revenue, we look at net voyage revenue per vessel per day, referred to as time charter equivalent or TCE. TCE is calculated by dividing net voyage revenue by the number of voyage days for the applicable time period. You'll find the total number of voyage days used in this computation in the appendix to our press release.

On Slide 11, we provide a second quarter 2011 TCE analysis. Full fleet TCE decreased 20% to $18,022 per day from $22,633 for the prior year period. The primary reason behind this decrease was a 23% decrease in spot TCE for the 3 months ended June 30, 2011, compared to the prior year period, combined with a 32% increase in operating days on spot [indiscernible]. Adjusted EBITDA for the quarter ended June 30, 2011, was $15.9 million compared to $37.2 million for the prior year period.

I'd now like to discuss our balance sheet as detailed on Slide 12. As of June 30, 2011, our company had $58.6 million in cash and total debt outstanding was $1.3 billion. As John mentioned before, we sold 5.4 million shares as part of our at-the-market program. Thus far in Q3, we've only sold 54,800 shares. In total, we've sold 5.5 million shares for a total proceeds of $8 million.

Turning to Slide 13, we provide a second quarter expense analysis. To analyze expenses, we look at daily costs per vessel. Per day vessel costs increased 3.7% from $8,602 per day to $8,922. Costs associated with our VLCC decreased 10.5% as repair costs in the prior year period associated with the Genmar Vision and Victory were higher than budgeted. Costs associated with the Suezmax and the Aframax have decreased 2.4% and 0.7%, respectively. The decrease in costs was due to a decrease in maintenance and repair costs, which was partially offset by an increase in crude costs.

Costs associated with the Panamaxes and the Handymaxes increased 5.1% and 13.4%, respectively, as certain fixed-fee contracts terminated and the vessels were subsequently placed on technical management contracts at higher levels.

General and administrative expenses increased by 9.4% to $10.3 million. This increase is primarily due to about $2 million of one-time costs for professional fees and other expenses associated with the bank refinancing and other transactions in the second quarter.

Additionally this quarter, we announced that we had completed the Oaktree investment and bank refinancing. Turning to Slide 14, we have a summary of the Oaktree investment. As previously discussed, the $200 million Oaktree credit facility matures in 2018, has no amortization and has payment-in-kind interest expense. Oaktree received a warrant package for 23.1 million shares at the time of investment.

On Slide 15, we outline the highlights of the bank refinancing. Specifically, the amended and restated $550 million credit agreement has no scheduled amortization for 2 years and has a revised covenant package. As John discussed, we recently amended our minimum cash covenant down to $35 million through December 31, 2011, $40 million through March 31, 2011, and then $50 million thereafter. This action provides the company with additional financial flexibility as we manage our balance sheet during this cyclical downturn in the tanker market.

Our debt profile is detailed on Slide 16. The second half of 2011, we have $14.8 million in scheduled amortizations. We have no debt maturing until 2015. Our outlook for the rest of 2011 is detailed on Slide 18.

Our budget calls for G&A for the remaining 2 quarters to be $19.3 million in total or $9.7 million per quarter. Of this amount, $2 million per quarter is non cash restricted stock compensation. As I previously mentioned, in the second quarter 2011, there was about $2 million additional G&A expense for professional fees and expenses associated with the refinancing. But we expect G&A to return to normal levels in the second half of the year.

Our guidance for Direct Vessel expenses for the remaining 2 quarters in 2011 is $10,018 per day for our 7 VLCCs, $8,322 per day for our 12 Suezmaxes, $8,674 per day for our 9 Aframaxes, $7,231 per day for our 2 Panamaxes and $7,202 per day for our 4 Handymaxes in our fleet.

We have 3 vessels which are on sale/leaseback to the company at $6,500 per day. We anticipate $3.6 million in variable payments for the second half of the year, therefore. For the remaining half of the year, we have 2 vessels to undergo drydocking, for which we expect about 124 off-hire days. We anticipate $7.3 million of costs associated with these drydocks. In addition we expect $4.6 million in capital improvement and in-water surveys in the second half of the year. In total, we have $47.7 million of depreciation and amortization over the remaining 2 quarters.

That concludes my remarks, I'd now like to turn the call back to our President, John Tavlarios.

John Tavlarios

Thank you, Jeff. On Slide 19, we provide an industry summary. In the second quarter, despite the continued recovery in global oil demand, other factors, including supply of new buildings and reduced West Africa/Far East trade as a result of conditions in Libya, resulted in lower tanker rates.

Oil demand in 2010 grew approximately 2.8 million barrels per day or 3.3%. Notwithstanding global economic concerns such as the European debt crisis, et cetera, oil demand growth is forecasted to grow in 2011, increasing 1.2 million barrels per day or 1.3%. This moderate but steady growth, primarily from the East, will mean that inventories are forecast to resume, working off of peak levels as summer effects and increasing fundamental demand continues to reduce OECD days of forward cover, to within range of historical averages by year end 2011.

Such OECD statistics of course don't reflect data from developing markets, most notably China, which continues to show oil demand growth above forecasts. China's annual oil demand growth in 2010 of 12.2% accounted for 1/3 of global demand growth.

China's demand growth for 2011 is estimated to be nearly 600,000 barrels a day or approximately 40% of projected 2011 increase demand. Notably, however, China imports in the second quarter grew at a lower rate due to planned refinery maintenance and reduced appetite for imports from West Africa, while this oil was shipped to European refineries to replace Libyan output.

[Indiscernible] tanker fleet capacity continues to increase as new tonnage is delivered, though fleet rationalization measures continued to offset net fleet growth. We expect currently high scrap steel prices and depressed earnings -- earning levels to continue to support scrap incentives and accelerate removals of the remaining single-hull and first-generation double-hull tankers.

Thus far in 2011, a total of 20 million deadweight has been added to the fleet. The fleet removals accounted for 8.4 million deadweight or 42% of deliveries. These factors result in more moderate 2011 fleet growth in the range of 3.6%.

In summary, rates weakened in the second quarter relative to the first quarter. Looking forward to the remainder of 2011, while rates have remained low thus far in the seasonally weak third quarter, we expect we will regain strength from current levels as the continuing increase in fundamental oil demand as well as the typical seasonality will both increase tanker demand and gradually work down OECD oil inventories. Additionally, we think it likely that we will see the eventual reversal of OPEC quota cutbacks in late 2011, as inventory days of forward cover falls to the 56-day range.

As a result, we believe conditions as we move through the second half of 2011 will be better than those in the first half; that a more pronounced recovery in late 2011 is a credible scenario. Most importantly to our shareholders and debt holders, whatever the slope of the curve, General Maritime remains well positioned with approximately 42% coverage for 2011. This enables us to generate contracted cash flow, while also leaving opportunity to profit from rising rates.

We'd now like to open up the call to questions.

Question-and-Answer Session

Operator

[Operator Instructions] We'll go first to Justin Yagerman from Deutsche Bank.

Unknown Analyst -

This is Josh Asafan [ph] for Justin. Just wanted to start off some industry questions. There was early reports of some voyages from West Africa to the U.S. Gulf with floating storage tacked on. Then there was a lot of talk of floating storage coming on from the SPR release. Have you been seeing any increase in storage in the market? Or what are your estimates going forward, I guess, in the near term for storage?

John Tavlarios

I mean we felt we would have seen more -- an increase in storage but, to date, we haven't seen it.

Jeffrey Pribor

Josh, you know, a lot of the feeling is that some of the movement from the U.S. SPR are actually sort of August events. So it may be that we still get that, but it hasn't happened yet, as John just said.

Unknown Analyst -

Okay. So there's no word whether any of those cargoes have been booked yet?

John Tavlarios

No.

Jeffrey Pribor

Not that we could see.

Unknown Analyst -

And I guess, you guys seem pretty bullish or a tint of pretty rosy picture approach Q4 and into 2012. We didn't really see rates move in Q1 when the floor VLCC supply declined. I guess what are the risks to the Q4 realm [ph]?

John Tavlarios

Well, I don't think we painted a very rosy picture. I just think that, considering where the market is today, we do expect the rates to improve going into the fourth quarter. A, one being seasonality and, b, we just see some change, fundamental changes in the market that should increase the fourth quarter. So I don't think we're going to be doing backflips, but it's certainly better from where we are right now.

Unknown Analyst -

And then I guess with regards to the ATM, it looks like share sales stopped after the waiver renegotiation. I guess, how should we think about the ATM going forward?

John Tavlarios

Josh, really all we could say about that is, as we said when we announced it, it's a useful tool that we have to use in moderation to revise -- a little bit of additional capital as needed. And you can see from what we announced yesterday and talked about this morning that we did a little bit in the past, and we really can't talk about what we do in the future because that's just the nature of it. So I kind of have to leave it at that.

Unknown Analyst -

Just one more question quickly before I turn it over. Are there any plans to move any of the Suezmaxes or Aframaxes into pools after you put the VLCCs in with Heidmar?

John Tavlarios

Not really at this time. I mean, we've done fairly well with our Suezmaxes and we continue to -- we want to maintain, obviously, our own marketing presence. They -- it's a young fleet and we continue to try and see what sort of blend works best on the market. I mean, we've been opportunistic wherever we found the opportunity to put them on time charter, and we also continue to have our spot exposure. So I think our intention is to continue to commercially manage the vessels ourselves.

Operator

We'll go next to Rob MacKenzie from FBR.

Robert MacKenzie - FBR Capital Markets & Co.

Jeff, I wanted to kind of follow up a little bit on the last question, and try to get an update on your guys thinking on pros and cons of incrementally using the ATM and/or which stock price it might make more sense to potentially sell a vessel?

Jeffrey Pribor

Yes, Rob, I mean I'm happy to talk about anything, but it's really tough to try to speculate, and inappropriate to speculate on what we might do with the ATM for the reason I've said. So look, I think the best thing to say is, as investors have heard me say before, is that we just look at all these things as levers, whether it's using the ATM or whether it's selling an asset or amending the bank covenant as we did in this quarter. These are all just tools that we have to deal with the conditions that we have in the market today. And so just like we've talked about what we did in the second quarter, that's how we'll approach it in Q3 and Q4. I'm sorry that I can't be more what-iffy about what we could do, but really we just got to have to handle it as it comes.

Robert MacKenzie - FBR Capital Markets & Co.

On the reduction in the minimum cash balance covenant, what can you tell us about how easy or hard that negotiation was and what the odds might be, too, for extending the $35 million level if necessary?

John Tavlarios

Well, look, the best way to put that is, and it's a self-serving comment but I'll risk it anyway, which is that we have a nice relationship with our banks. There's 20 banks in our group, who've worked with us since 2005. They've been with us in good times and in less good times, and we really have a very good relationship with them. And they understand us and they understand the tanker market. These are shipping banks, so they get it, to the things that we can't control, like tanker rates, and they work with us. So that's all the interest they have and so I would expect that to be the case in the future, Rob.

Robert MacKenzie - FBR Capital Markets & Co.

And then I think, obviously, one of the benefits of moving the VLCCs into the pool, obviously there's some working capital benefits both in terms of the bunkers, but also in terms of how much you have to have tied up in bunkers in advance and your prepaid assets, if you will. How much cash do you guys expect to kind of get out of that kind of transition over the next couple quarters as those Vs go into the pool?

Jeffrey Pribor

Yes, I'll do my best to answer that. It depends, partially, because some of those vessels haven't been delivered yet and it depends on how much bunkers are actually on board at the actual date of delivery. But it'll be something, and probably single digit. It'll be something up to but probably not more than $10 million.

John Tavlarios

Somewhere between $5 million to $10 million.

Jeffrey Pribor

Yes. That -- [indiscernible] seem like decent numbers really would [ph] help. And then also, that's just sort of one time, but then as indicated, as John talked about in his remarks, it smooths things out, which is awful nice. Because otherwise, the time between bunkering up a vessel and getting paid can be easily 3 or 4 months in the spot market, but participating in a pool provides a great deal more regularity to the cash flow.

Robert MacKenzie - FBR Capital Markets & Co.

And with the pool strategically, how big do you guys think the pool ultimately needs to be to maximize economies of scale, enable higher utilization of the assets or optimal utilization of the assets?

John Tavlarios

Well, our discussions with Seawolf -- and we're very involved as founding members of the Seawolf pool. The intention is to grow it, to grow it as much as possible with quality owners and quality tonnage, and being able to maximize the markets. As you know, Heidmar is in other sectors and has many relationships with other charters that they hope to tap into onto the VLCC market. They have offices in Singapore, London, and in Connecticut, which gives them a broad range of various markets where we can get more direct cargoes, and I think we're all going to benefit from that. So I can't give you a specific size but we definitely like to see, within the year, that vessel to, at least, be 50% larger than it is today.

Robert MacKenzie - FBR Capital Markets & Co.

And if that's the case, what kind of benefits do you think would accrue from that?

John Tavlarios

Well, I think it's just going to give them more flexibility of being able to negotiate contracts where more vessels are required. It gives a better sort of triangular trade for the Vs. And that's why we joined the pool. We believe the bigger, the better, especially in a down market, and that's what we're trying to maximize.

Operator

We'll go next to Justine Fisher with Goldman Sachs.

Justine Fisher - Goldman Sachs Group Inc.

I just wanted to get a picture of what the company's potential other liquidity options would be aside from the ATM. I'm not asking about whether or not you would pursue the rest of the share sales under the ATM, but just so we get a picture of what the options are. It seems like there are numerous options, including another potential sale/leaseback of a vessel, using the ATM, et cetera. What else would even be on the table? Would you look to maybe push off some of the Metrostar amortization? Is there anything else that is a significant lever that we might not be including?

Jeffrey Pribor

I think I said it before and I'll just sort of repeat it, that the kind of things that you saw in the past are the kind of things that we're continuing to look at. We look at them all as just levers. And that's everything from the ATM, to asset sales to working with banks. So I think I just like to leave it like that and say, those are all levers we'd look at. I don't really want to signal which one do we think is more or less likely. Just management is certainly aware and engaged in looking at all those alternatives, Justine.

Justine Fisher - Goldman Sachs Group Inc.

Just as a reminder, for the asset valuation covenants on the bank debt, how often are those assets valued or, I guess, marked to market in terms of the collateral coverage ratio? So it's once a year, right? So would it be -- I think so. So is it at the end of the year that those asset values will be marked to market?

Jeffrey Pribor

No, it's actually now twice a year. It used to be in the old facility once a year, Justine, but it's gone to twice a year. So the next one will be provided at the same time that we provide our compliance certificate at the end of this month, around the time of the filing of the Q. So you can be assured that we expect to be in compliance with all of our covenants, including that one.

Justine Fisher - Goldman Sachs Group Inc.

And those are based on book values or market values, how are they determined again, the values that you provide for that collateral coverage ratio?

John Tavlarios

As is typical for bank agreements, it's the market value. We have to provide our banks with market valuations from agreed upon sources. So we have completed that exercise and we'll be turning that in.

[Operator Instructions] We'll go next to Christopher Miller from JPMorgan.

Christopher Miller

I just want to follow up on the prior question, and not to keep harping on this issue in terms of the levers, but one of the things that's been talked about is, in theory, potentially selling a ship. If you were to sell a ship, how much of that has to go to bank paydown and what could then actually go to the balance sheet as additional liquidity for you?

Jeffrey Pribor

Sure. That's a very factual question, Chris. I'm happy to answer it. If we sell older ships beyond 15 years, it's 100% of the proceeds go to delever or pay down debt. If we sell younger ships, it's a formula based on loans, total loan-to-value. So it would be about a 75% paydown and 25% would be available for remaining cash/liquidity.

Christopher Miller

So the newer ships, it's 25%, 75%?

Jeffrey Pribor

Yes.

Christopher Miller

Just to be clear. Okay. And then just again following up, if I understand this correctly from what you've said before, at least on the table would be the thought process of potentially looking at trying to get your amortizations waived on the 2010 facility, that's about $28 million a year, so you could look to potentially address that to give yourself a little bit more runway if you needed to?

Jeffrey Pribor

I've said it a couple of different ways and I want to just keep it this way, that we don't want to discuss specific strategies. So you're saying that -- everything you said about that amount is true, but we -- all I said is we have a bunch of levers and we can look at all of them. If you don't mind, I'll leave it that way.

Christopher Miller

That's fine. And then in terms of any changes, if you were to make changes to the amort or anything else in that bank facility, is there any provision in your agreement on the Oaktree facility, where they would have any say in your ability to make any changes to that bank facility?

Jeffrey Pribor

That's a bit of a complex question because they have certain various different rights. I think that there are certain actions that we could take that don't require Oaktree's approval and others that do. But I'll tell you this, we have an excellent relationship with Oaktree and they've been very supportive of all the actions that we've taken to date and all the ones that we've looked -- could look at, in terms of taking the right steps. So if we do require their approval, I'm quite confident we'd get it.

Operator

And that does concludes today's conference. We thank you for your participation.

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