##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
10-Q/A
 (Amendment No. 1)
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934.
 For the quarterly period ended June 30, 2008
 OR
 o
    
    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: 001-32343
 Arlington Tankers Ltd.
 (Exact name of Registrant as specified in its charter)
 Bermuda(Jurisdiction of incorporation or organization)
    
    98-0460376(I.R.S. Employer Identification No.)
 First Floor, The Hayward Building
22 Bermudiana Road
Hamilton HM 11, Bermuda  (Address of principal executive offices)
 (441) 292-4456
 Not applicable.
 þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  o þ
 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUERS CLASSES OF COMMON STOCK, AS OF AUGUST 8,
2008:




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##### 



ARLINGTON TANKERS LTD. AND SUBSIDIARIES
INDEX
 PART I:
    
    FINANCIAL INFORMATIONITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    4PART II:
    
    OTHER INFORMATION
    
    
    18ITEM 6.
    
    Exhibits
    
    
    18SIGNATURES
    
    
    19EXHIBIT INDEXEx-31.2 Section 302 Certification of CEO & CFO
  2




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EXPLANATORY NOTE
   3




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   
    
    our ability to consummate our pending combination with General Maritime Corporation;
    
    future operating or financial results;
    
    future payments of quarterly dividends and the availability of cash for payment of
quarterly dividends;
    
    statements about future, pending or recent acquisitions, business strategy, areas of
possible expansion, and expected capital spending or operating expenses;
    
    statements about tanker market trends, including charter rates and factors affecting
vessel supply and demand;
    
    expectations about future revenues from sub-charters;
    
    expectations about the availability of vessels to purchase, the time which it may take to
construct new vessels, or vessels useful lives; and
    
    our ability to repay our secured credit facility at maturity, to obtain additional
financing and to obtain replacement charters for our Vessels.
   OVERVIEW
   4




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##### Table of Contents



Stena Concept Stena
Contest
   Initial Charter
    
    Latest CharterVessel Type
    
    Year Built
    
    Dwt
    
    Date Acquired
    
    Expiration Date(1)
    
    Expiration Date (1)V-MAXStena Victory
    
    
    2001
    
    
    
    314,000
    
    
    November 10, 2004
    
    November 9, 2009
    
    November 9, 2012Stena Vision
    
    
    2001
    
    
    
    314,000
    
    
    November 10, 2004
    
    November 9, 2009
    
    November 9, 2012PanamaxStena Companion
    
    
    2004
    
    
    
    72,000
    
    
    November 10, 2004
    
    November 9, 2008
    
    November 9, 2011Stena Compatriot
    
    
    2004
    
    
    
    72,000
    
    
    November 10, 2004
    
    November 9, 2010
    
    November 9, 2013ProductStena Concord
    
    
    2004
    
    
    
    47,400
    
    
    November 10, 2004
    
    November 9, 2008
    
    November 9, 2011Stena Consul
    
    
    2004
    
    
    
    47,400
    
    
    November 10, 2004
    
    November 9, 2010
    
    November 9, 2013Stena Concept
    
    
    2005
    
    
    
    47,400
    
    
    January 5, 2006
    
    January 4, 2009
    
    July 4, 2011Stena Contest
    
    
    2005
    
    
    
    47,400
    
    
    January 5, 2006
    
    January 4, 2009
    
    July 4, 2011
 
 (1)
    
    Each of the charters contains renewal options described in greater detail below. 5




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RECENT DEVELOPMENTS
  OUR CHARTERS
   Stena Consul Stena Compatriot Stena Concord Stena Companion Stena Concord Stena Companion
 Basic Hire under Our Charters
  Stena Vision Stena Victory
 6




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Period
    
    Basic Hire
    
    Base Operating Costs
    
    Operating MarginNov. 11, 2007  Nov. 10, 2008
    
    $
    36,882
    
    
    $
    8,682
    
    
    $
    28,200Nov. 11, 2008  Nov. 10, 2009
    
    
    37,316
    
    
    
    9,116
    
    
    
    28,200Nov. 11, 2009  Nov. 10, 2010
(Option Year 1)(1)
    
    
    37,772
    
    
    
    9,572
    
    
    
    28,200Nov. 11, 2010  Nov. 10, 2011
(Option Year 2)
    
    
    38,251
    
    
    
    10,051
    
    
    
    28,200Nov. 11, 2011  Nov. 10, 2012
(Option Year 3)
    
    
    38,753
    
    
    
    10,553
    
    
    
    28,200
 
 (1)
    
    The Charterer has the option to extend these Charters on a vessel-by-vessel basis for 3
additional 1 year terms. There can be no assurance that the Charterer will exercise any such
option. Stena Companion Stena Concord .
 Stena Companion
    
    Stena ConcordPeriod
    
    Basic Hire
    
    Base Operating Costs
    
    Operating Margin
    
    Basic Hire
    
    Base Operating Costs
    
    Operating MarginNov. 11, 2007 
Nov. 10, 2008
    
    $
    18,306
    
    
    $
    6,656
    
    
    $
    11,650
    
    
    $
    16,335
    
    
    $
    6,135
    
    
    $
    10,200Nov. 11, 2008 
Nov. 10, 2009
(Option Year 1)(1)
    
    
    18,639
    
    
    
    6,989
    
    
    
    11,650
    
    
    
    16,642
    
    
    
    6,442
    
    
    
    10,200Nov. 11, 2009 
Nov. 10, 2010
(Option Year 2)
    
    
    18,989
    
    
    
    7,339
    
    
    
    11,650
    
    
    
    16,964
    
    
    
    6,764
    
    
    
    10,200Nov. 11, 2010 
Nov. 10, 2011
(Option Year 3)
    
    
    19,356
    
    
    
    7,706
    
    
    
    11,650
    
    
    
    17,303
    
    
    
    7,103
    
    
    
    10,200
 
 (1)
    
    The Charterer has the option to extend these Charters on a vessel-by-vessel basis for 3
additional 1 year terms. In May 2008, the Charterer exercised the first of these one-year options
for both vessels. There can be no assurance that the Charterer will exercise any additional
options. 7




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Stena Compatriot Stena Consul, .
 Stena Compatriot
    
    Stena ConsulPeriod
    
    Basic Hire
    
    Base Operating Costs
    
    Operating Margin
    
    Basic Hire
    
    Base Operating Costs
    
    Operating MarginNov. 11, 2007 
Nov. 10, 2008
    
    $
    18,306
    
    
    $
    6,656
    
    
    $
    11,650
    
    
    $
    16,335
    
    
    $
    6,135
    
    
    $
    10,200Nov. 11, 2008 
Nov. 10, 2009
    
    
    18,639
    
    
    
    6,989
    
    
    
    11,650
    
    
    
    16,642
    
    
    
    6,442
    
    
    
    10,200Nov. 11, 2009 
Nov. 10, 2010
    
    
    18,989
    
    
    
    7,339
    
    
    
    11,650
    
    
    
    16,964
    
    
    
    6,764
    
    
    
    10,200Nov. 11, 2010 
Nov. 10, 2011
(Option Year 1)(1)
    
    
    19,356
    
    
    
    7,706
    
    
    
    11,650
    
    
    
    17,303
    
    
    
    7,103
    
    
    
    10,200Nov. 11, 2011 
Nov. 10, 2012
(Option Year 2)
    
    
    19,741
    
    
    
    8,091
    
    
    
    11,650
    
    
    
    17,658
    
    
    
    7,458
    
    
    
    10,200Nov. 11, 2012 
Nov. 10, 2013
(Option Year 3)
    
    
    20,145
    
    
    
    8,495
    
    
    
    11,650
    
    
    
    18,031
    
    
    
    7,831
    
    
    
    10,200
 
 (1)
    
    The Charterer has the option to extend these Charters on a vessel-by-vessel basis for 3
additional 1 year terms. There can be no assurance that the Charterer will exercise any such
option. Stena Concept Stena Contest.
 Period
    
    Basic Hire
    
    Base Operating Costs
    
    Operating MarginJan. 5, 2007  Jan 4, 2008
    
    $
    20,043
    
    
    $
    5,843
    
    
    $
    14,200Jan. 5, 2008  Jan. 4, 2009
    
    
    20,335
    
    
    
    6,135
    
    
    
    14,200Jan. 5, 2009  Jan. 4, 2010
(Option Period 1)(1)
    
    
    17,942
    
    
    
    6,442
    
    
    
    11,500Jan. 5, 2010  Jan. 4, 2011
(Option Period 1)
    
    
    18,264
    
    
    
    6,764
    
    
    
    11,500Jan. 5, 2011  July 4, 2011
(Option Period 1)
    
    
    18,603
    
    
    
    7,103
    
    
    
    11,500July 5, 2011  July 4, 2012
(Option Period 2) (2)
    
    
    21,158
    
    
    
    7,458
    
    
    
    13,700July 5, 2012  July 4, 2013
(Option Period 3)
    
    
    21,531
    
    
    
    7,831
    
    
    
    13,700
 
 (1)
    
    In May 2008, the Charterer exercised its option to extend these Charters for an
additional 30-month period expiring on July 4, 2011. As a result, we will be eligible to earn
Additional Hire in addition to Basic Hire during this 30-month period.(2)
    
    This period is the first for which the Charterer has the option to extend these Charters
as a result of exercising the option described in Footnote 1 above. We would not be eligible to
earn Additional Hire over the term of any extension. There can be no assurance that the Charterer
will exercise any such option. 8




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Additional Hire under Our Charters
   
    
    a weighted average of the time charter hire per day received by the Charterer for any
periods during the calculation period, determined as described below, that the Initial
Vessel is sub-chartered by the Charterer under a time charter, less ship broker commissions
paid by the Charterer in an amount not to exceed 2.5% of such time charter hire and
commercial management fees paid by the Charterer in an amount not to exceed 1.25% of such
time charter hire; and
    
    the time charter equivalent hire for any periods during the calculation period that the
Vessel is not sub-chartered by the Charterer under a time charter.
    Stena Victory Stena Vision
 Stena
Victory Stena Vision Stena Victory Stena Vision Stena
Vision
 Stena Victory Stena Vision
 9




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OUR SHIP MANAGEMENT AGREEMENTS
        DIVIDEND POLICY
   10




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
    
    we do not complete our pending combination with General Maritime;
    
    the Basic Hire is paid on all of our Vessels, all of our Vessels are on hire for 360
days per fiscal year and the options to extend the charters are exercised by the
Charterers;
    
    no Additional Hire is paid on our two Panamax Tankers or our two Product Tankers that
are currently eligible to earn Additional Hire other than the $524,000 earned in the first
six months of 2008;
    
    the Additional Hire continues to be paid in connection with the sub-charter of the Stena
Visionto Sun International, which is expected to expire within 30 days of September 30,
2008;
    
    Additional Hire of approximately $350,000 per Vessel per quarter is paid on the V-MAX
Vessels in connection with the Eiger Shipping sub-charters, assuming that the V-MAX Vessels
operate for 90 days per quarter (the Eiger Shipping sub-charger for the Stena Victory
commenced on October 20, 2007 and the Eiger Shipping sub-charter for the Stena Visionis
expected to commence within 30 days of September 30, 2008);
    
    the V-MAX Vessels are returned on the notional termination dates of the sub-charter
within the 60-day delivery window;
    
    we have no cash expenses or liabilities other than the ship management agreements, our
current directors fees, the current salaries and benefits of our employees, currently
anticipated administrative and other expenses and interest under our secured credit
facility;
    
    we pay no U.S. federal income taxes and minimal U.S. and state payroll taxes;
    
    we have no requirement to fund any required capital expenditures with respect to our
Vessels;
    
    we do not suffer the loss or constructive loss of any of our Vessels;
    
    no material cash reserves or requirements are established by the actions of our Board of
Directors or management;
    
    we remain in compliance with our secured credit facility which requires, among other
things, that the fair market value of our Vessels exceeds 140% of our borrowings under the
facility (or 125% if the loan amount at the time of such dividend all of our Vessels are on
time charter for a remaining period of at least 12 months) in order to pay dividends; and
    
    we do not issue any additional common shares or other securities or borrow any
additional funds.
  11




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We cannot assure you that our dividends will in fact be equal to the amounts set forth below. The
amount of future dividends set forth in the table below represents only an estimate of future
dividends based on the list of assumptions set forth above. The amount of future dividends, if
any, could be affected by various factors, including whether or not our pending combination with
General Maritime is completed, the loss of a Vessel, required capital expenditures, cash reserves
established by our Board of Directors, increased or unanticipated expenses, a change in our
dividend policy, increased borrowings, more restrictive debt covenants, higher interest rates,
principal amortization requirements or future issuances of securities, many of which will be beyond
our control. As a result, the amount of dividends actually paid may vary from the amounts
currently estimated and such variations may be material. There can be no assurance that any
dividends will be paid. See Part II. Item 1A.  Risk Factors  Company Specific Risk Factors 
We cannot assure you that we will pay any dividends,  If we cannot refinance our secured credit
facility, or in the event of a default under the facility, we may have to sell our Vessels, which
may leave no additional funds for distributions to shareholders and We may not be able to
re-charter our Vessels profitably after they expire, unless they are extended at the option of the
Charterers.
  
    
    the amount of cash that was available for dividends in the fiscal year ended
December 31, 2007; and
    
    based on the assumptions and the other matters in the preceding paragraphs, our
estimate of the amount of cash likely to be available for dividends for each of the
2008, 2009, and 2010 fiscal years.
 2007
    
    
    2008
    
    
    2009
    
    
    2010(In millions of dollars, exceptper share amounts)Basic Hire(1)
    
    $
    65.9
    
    
    $
    66.3
    
    
    $
    65.3
    
    
    $
    66.4V-MAX Additional Hire  Sun International sub-charters(2)
    
    
    2.0
    
    
    
    0.7
    
    
    
    
    
    
    
    V-MAX Additional Hire  Eiger Shipping sub-charters(3)
    
    
    .3
    
    
    
    1.9
    
    
    
    2.6
    
    
    
    1.1Additional Hire  Panamax and Product tankers(4)
    
    
    2.0
    
    
    
    .5
    
    
    
    
    
    
    
    Vessel operating expenses
    
    
    (20.0
    )
    
    
    (20.3
    )
    
    
    (21.2
    )
    
    
    (22.3
    )Cash administrative expenses(5)
    
    
    (2.2
    )
    
    
    (4.8
    )
    
    
    (2.5
    )
    
    
    (2.5
    )Drawdown of cash reserves(6)
    
    
    
    
    
    
    2.4
    
    
    
    
    
    
    
    Cash interest costs(7)
    
    
    (12.0
    )
    
    
    (12.3
    )
    
    
    (13.3
    )
    
    
    (13.3
    )Cash available for dividends
    
    
    36.1
    
    
    
    34.4
    
    
    
    30.9
    
    
    
    29.4Estimated dividends per share(8)
    
    $
    2.32
    
    
    $
    2.22
    
    
    $
    1.99
    
    
    $
    1.90
 
 (1)
    
    Basic Hire revenues for 2008, 2009 and 2010 assume that all options available under the
charter contracts are exercised by the Charterer. Basic Hire reflected in the above table
includes $5.6 million of revenue in 2009, and $42.7 million of revenues in 2010 arising
from such option exercises.(2)
    
    The sub-charter with Sun International for the Stena Victory expired on October 20,
2007. The Additional Hire revenue associated with the ongoing sub-charter of the Stena
Vision to Sun International is guaranteed, meaning that we will be paid the Additional Hire
revenue by Concordia whether the V-MAX tanker is in service or not in service, during the
term of the sub-charter. The sub-charter with Sun International for the Stena Visionis
due to expire within 30 days of September 30, 2008. Our estimate above reflects guaranteed
V-MAX Additional Hire revenue from Sun International sub-charter through September 30,
2008.(3)
    
    Immediately following the expiration of the sub-charter of the Stena Victorywith Sun
International, that Vessel commenced operating under a new sub-charter agreement with Eiger
Shipping. In addition, immediately following the expiration of the sub-charter of the
Stena Visionwith Sun International, we expect that Vessel to commence operating under a
new sub-charter agreement with Eiger Shipping. During the term of these new sub-charters,
we will continue to earn guaranteed Basic Hire from Concordia and we will also earn
Additional Hire under the profit sharing provisions of the Charters. Additional Hire for
the V-MAX tankers under the new sub-charters will be based on a fixed time charter hire
payable by Eiger Shipping to Concordia under the sub-charters and the Additional Hire is
not exposed to fluctuations in spot market rates. Additional Hire revenues under these
sub-charters are not guaranteed, meaning that we will earn Additional Hire only if the
Vessel is in service. The sub-charter for Eiger Shipping related to the Stena Victory
commenced on October 20, 2007. Our estimated 12




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cash available for dividends includes our estimated Additional Hire for the Stena Victory,
based on the October 20, 2007 commencement date. Our estimated cash available for dividends
includes our estimated Additional Hire for the Stena Vision, assuming that the Eiger Shipping
sub-charter for that Vessel begins on October 1, 2008. While the V-MAX Vessels are
sub-chartered to Eiger Shipping, the profit sharing provisions in the Concordia charters are
expected to result in Additional Hire revenue of approximately $350,000 per Vessel per
quarter, based on the time charter rates under the sub-charters and assuming the Vessels
operate 90 days per quarter, in addition to the guaranteed Basic Hire.(4)
    
    Reflects Additional Hire revenues actually earned in 2007 and in the six months ended
June 30, 2008 by our two Panamax tankers and our two Product tankers that are currently
eligible to earn Additional Hire. No estimates have been made for the remainder of 2008,
or for 2009 and 2010, as these Additional Hire revenues are not determinable due to
volatility and unpredictability of various factors, including spot market rates which are
used to compute Additional Hire revenues.(5)
    
    General and administrative expenses for 2008 include $56,000 for executive bonuses.
General and administrative expenses for 2009 and 2010 do not include any cost for executive
bonuses, which are primarily performance based. General and administrative expenses for
2008 include $2.4 million in costs that we expect to incur if our pending combination with
General Maritime is not completed.(6)
    
    The drawdown of previously established cash reserves is subject to the review and
approval of our Board of Directors.(7)
    
    As a result of the potential drawdown of cash reserves described in footnote 6, cash
interest expense in 2009 and 2010 would be approximately $13.3 million ($229.5 million at
5.7325%).(8)
    
    Based on 15,500,000 issued and outstanding common shares.   13




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##### Table of Contents



RESULTS OF OPERATIONS
 Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007
 Total operating revenues
    Total vessel operating expenses
  Depreciation
  Administrative expenses
  Net Other Income
   14




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##### Table of Contents



Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007
 Total operating revenues
   Total vessel operating expenses
  Depreciation
  Administrative expenses
  Net Other Expenses
   15




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Liquidity and Capital Resources
          16




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Revenue Recognition
  Vessels, Depreciation and Impairment
   17




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##### Table of Contents



PART II: OTHER INFORMATION
 
 Item 6.
    
    Exhibits.
  ExhibitNumber
    
    Description of Exhibit2.1
    
    Agreement and Plan of Merger and Amalgamation, by and among
Arlington Tankers Ltd., Galileo Holding Corporation, Archer
Amalgamation Limited, Galileo Merger Corporation and General
Maritime Corporation, dated as of August 5, 2008.3.1
    
    Bye-laws.4.1
    
    Amendment to Rights Agreement, dated as of August 5, 2008, by and
between Arlington Tankers Ltd. and American Stock Transfer & Trust
Company, LLC.12.1
    
    Statement re: Computation of Ratio
of Earnings to Fixed Charges*31.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 1934*31.2
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 193432.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes Oxley Act of 2002*
 
 *
    
    Exhibit filed with original Form 10-Q filed with the SEC
on August 11, 2008.
    
    Incorporated by reference to Exhibit 2.1 to the
Registrants Current Report on Form 8-K, filed on
August 6, 2008.
    
    Incorporated by reference to Exhibit 3.1 to the
Registrants Annual Report on Form 10-K, filed on
March 14, 2008. 18




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##### Table of Contents



SIGNATURES
  ARLINGTON TANKERS LTD.By:
    /s/ EDWARD TERINOName:
    Edward TerinoTitle:
    Chief Executive Officer, Chief Financial Officer and
President  19




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit2.1
    
    Agreement and Plan of Merger and Amalgamation, by and among
Arlington Tankers Ltd., Galileo Holding Corporation, Archer
Amalgamation Limited, Galileo Merger Corporation and General
Maritime Corporation, dated as of August 5, 2008.3.1
    
    Bye-laws.4.1
    
    Amendment to Rights Agreement, dated as of August 5, 2008, by and
between Arlington Tankers Ltd. and American Stock Transfer & Trust
Company, LLC.12.1
    
    Statement re: Computation of Ratio
of Earnings to Fixed Charges*31.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 1934*31.2
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 193432.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes Oxley Act of 2002*
 
 *
    
    Exhibit filed with original Form 10-Q filed with the SEC
on August 11, 2008.
    
    Incorporated by reference to Exhibit 2.1 to the
Registrants Current Report on Form 8-K, filed on
August 6, 2008.
    
    Incorporated by reference to Exhibit 3.1 to the
Registrants Annual Report on Form 10-K, filed on
March 14, 2008. 20