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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-26227
Golden State Petroleum Transport Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 13-3927016
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Frontline Ltd., Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda
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(Address of principal executive offices)
(441) 295-6935
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(Registrant's telephone number, including area code)
Title of each class Name of each exchange
on which registered
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Securities registered or to be registered pursuant to section 12(g) of the Act.
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(Title of class)
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 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
[X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. None
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 2 shares of Common Stock, no
par value
DOCUMENTS INCORPORATED BY REFERENCE: None
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 2. Properties 1
Item 3. Legal Proceedings 1
Item 4. Submission of Matters to a Vote of Security Holders 1
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 2
Item 6. Selected Financial Data 2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 2
Item 7A Quantitative and Qualitative disclosures about Market Risk 2
Item 8. Financial Statements and Supplementary Data 3
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 9
Item 9A Controls and Procedures 9
PART III
Item 10. Directors and Executive Officers of the Registrant 9
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial
Owners and Management 10
Item 13. Certain Relationships and Related Transactions 10
Item 14. Principal Accountant Fees and Services 10
PART IV
Item 15. Exhibits, Financial Statement Schedules
and Reports on Form 8-K 11
PART I
Item 1. Business
Golden State Petroleum Transport Corporation (the "Company") was incorporated
under the laws of the State of Delaware on December 5, 1996. The Company is a
special purpose corporation that has been organized solely for the purpose of
issuing certain mortgage notes as agent for two affiliated entities, Golden
State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC (together, the
"Owners"). The mortgage notes were issued on December 24, 1996 and January 6,
1997 and proceeds therefrom were used by the Owners to finance the construction
and acquisition of two very large crude carriers ("VLCCs" or the "Vessels") for
charter to an unaffiliated third party (the "Initial Charterer"). The mortgage
notes are not obligations of, and are not guaranteed by, the Company. VLCCs are
very large seagoing tanker vessels that transport oil.
Golden State Holdings I, Limited ("GSH"), an Isle of Man company, is the owner
of all of the issued and outstanding shares of the Company and the Owners.
Golden State Holdings is a wholly-owned subsidiary of Independent Tankers
Corporation, a Cayman Islands company ("ITC") which is itself a wholly-owned
subsidiary of Hemen Holding Limited, a Liberian company. Hemen is the principal
shareholder of Frontline Ltd and is indirectly controlled by Mr. John
Fredriksen. Frontline, through its wholly-owned subsidiary, Golden Ocean Group
Ltd., has an option to acquire all of the shares of Independent Tankers
Corporation from Hemen Holding Limited. This option may be exercised at any time
up to July 1, 2010.
Pursuant to a management agreement between each of the Owners and Frontline,
Frontline provides administrative, management and advisory services to the
Owners at an annual fee of $50,000 each, payable semi-annually. All cost of
administering the Owners and the Company are payable by Frontline from the
management fee. The management agreement is effective until termination by
either party upon 30 days prior written notice.
Charters
Since the date of its delivery, each of the Vessels (see Item 2. "Properties")
has been chartered to the Initial Charterer pursuant to a charter dated as of
December 24, 1996 which expires on the 18th anniversary of the delivery date of
the related Vessel. The Initial Charterer has the right to terminate either
charter on any five optional termination dates which, for each Vessel, begins on
the 8th anniversary of the delivery date and occurs again on each of the four
subsequent two-year anniversaries thereof.
Item 2. Properties
The Company has no properties. On December 7, 1998, Golden State Petro (IOM I-A)
PLC took delivery of a newbuilding VLCC, the "Antares Voyager" (formerly named
"Frank A. Shrontz") and on March 15, 1999, Golden State Petro (IOM I-B) PLC took
delivery of a newbuilding VLCC, the "Phoenix Voyager" (formerly named "J.
Bennett Johnson"). Both of the Vessels acquired by the Owners are double-hull
tankers, each of approximately 308,500 deadweight tonnes. The tanker industry
describes vessels by deadweight tonnes. A deadweight tonne is a metric ton that
is equivalent to 1,000 kilograms and refers to the maximum weight of cargo and
supplies that a tanker can carry.
Item 3. Legal Proceedings
The Company is not a party to any material pending legal proceedings and no such
proceedings are known to be contemplated.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) There is no established trading market for the Common Stock of the
Registrant.
(b) As of March 29, 2004 with respect to the Common Stock there was one (1)
holder of record of the Registrant's Common Stock.
Item 6. Selected Financial Data
Inapplicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The Company is a special purpose corporation that has been organized solely for
the purpose of issuing certain mortgage notes as agent for the Owners. In the
period ended December 31, 1996, the Company earned $5,000 as aggregate
compensation for services as agent in the issuance of the mortgage notes and,
correspondingly, paid equivalent transaction fees to its then ultimate parent,
Cambridge Petroleum Transport Corporation. Since that date the Company has had
no activity.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Inapplicable.
Item 8. Financial Statements and Supplementary Data
Report of Independent Certified Public Accountants 4
Balance Sheets as of December 31, 2003 and 2002 5
Statements of Operations and Retained Earnings for the 6
Years Ended December 31, 2003, 2002 and 2001
Statements of Cash Flows for the Years Ended December 31, 7
2003, 2002 and 2001
Notes to Financial Statements 8
Report of Independent Certified Public Accountants
To the Board of Directors
Golden State Petroleum Transport Corporation
We have audited the accompanying balance sheets of Golden State Petroleum
Transport Corporation, a wholly-owned subsidiary of Golden State Holdings I,
Limited, as of December 31, 2003 and 2002 and the related statements of
operations and retained earnings, and cash flows for the years ended December
31, 2003, 2002 and 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden State Petroleum
Transport Corporation at December 31, 2003 and 2002, and the results of its
operations and its cash flows for the years ended December 31, 2003, 2002 and
2001 in conformity with accounting principles generally accepted in the United
States of America.
Grant Thornton LLP
New York, New York
March 26, 2004
Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Balance Sheets as of December 31, 2003 and 2002
2003 2002
Assets
Cash $ 2 $ 2
-------- --------
Total assets $ 2 $ 2
======== ========
Liabilities and STOCKholder's equity
Stockholder's equity
Common stock, no par value; 100 shares authorized;
2 shares issued and outstanding 2 2
Retained earnings -- --
-------- --------
Total stockholder's equity 2 2
-------- --------
Total liabilities and stockholder's equity $ 2 $ 2
======== ========
See accompanying Notes to Financial Statements
Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Statements of Operations and Retained Earnings
for the years ended December 31, 2003, 2002 and 2001
2003 2002 2001
Revenue
Agency fees $ -- $ -- $ --
-------- -------- --------
Expenses
Transaction expenses -- -- --
-------- -------- --------
Net income $ -- $ -- $ --
======== ======== ========
Retained earnings, beginning of year -- -- --
-------- -------- --------
Retained earnings, end of year $ -- $ -- $ --
======== ======== ========
See accompanying Notes to Financial Statements
Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Statements of Cash Flows
for the years ended December 31, 2003, 2002 and 2001
2003 2002 2001
Cash flows from operating activities
Net income $ -- $ -- $ --
Net cash provided by operating activities -- -- --
Net cash provided by financing activities -- -- --
-------- -------- --------
Cash at beginning of year 2 2 2
-------- -------- --------
Cash at end of year $ 2 $ 2 $ 2
======== ======== ========
See accompanying Notes to Financial Statements
Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Notes to Financial Statements
1. THE COMPANY
Golden State Petroleum Transport Corporation (the "Company") was
incorporated under the laws of the State of Delaware on December 5, 1996.
The Company is a special purpose corporation that has been organized solely
for the purpose of issuing certain mortgage notes as agent for two
affiliated entities, Golden State Petro (IOM I-A) PLC and Golden State
Petro (IOM I-B) PLC (collectively, the "Owners"). The mortgage notes were
issued on December 24, 1996 and January 6, 1997 and proceeds therefrom were
used by the Owners to finance the construction and acquisition of two very
large crude carriers for charter to an unaffiliated third party. The
mortgage notes are not obligations of, and are not guaranteed by, the
Company.
The Company is a wholly-owned subsidiary of Golden State Holdings I,
Limited, an Isle of Man holding company, which is a wholly-owned subsidiary
of Independent Tankers Corporation ("ITC").
Basis of Presentation
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America.
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities on the dates of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
2. ADOPTION OF NEW ACCOUNTING STANDARDS
In January 2003, the FASB issued Interpretation 46, Consolidation of
Variable Interest Entities. In December 2003, the FASB issued
Interpretation 46 Revised, Consolidation of Variable Interest Entities. In
general, a variable interest entity is a corporation, partnership, trust,
or any other legal structure used for business purposes that either (a)
does not have equity investors with voting rights or (b) has equity
investors that do not provide sufficient financial resources for the entity
to support its activities. Interpretation 46 requires a variable interest
entity to be combined by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns or both.
The consolidation requirements of Interpretation 46 apply in the first
fiscal year or interim period ending after December 15, 2003 to variable
interest entities created after January 31, 2003. The consolidation
requirements apply in the first fiscal year or interim period ending after
December 15, 2003 for "Special Purpose Entities" created before January 31,
2003. The consolidation requirements apply in the first fiscal year or
interim period ending after March 15, 2004 for other entities created
before January 31, 2003. Certain of the disclosure requirements apply in
all financial statements issued after January 31, 2003, regardless of when
the variable interest entity was established. The adoption of
Interpretation 46R will not have a material impact on the Company's
financial statements.
3. CAPITALIZATION
The Company's capitalization is nominal and it has no source of income and
has no direct employees.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
No changes were made to, nor was there any disagreement with the Company's
independent auditors regarding, the Company's accounting or financial
disclosure.
Item 9A. Controls and Procedures
The Company's management, with the participation of the Owners' manager
Frontline Ltd, including the Company's President and Chief Financial Officer,
has evaluated the effectiveness of the Company's disclosure controls and
procedures as of December 31, 2003. Based on that evaluation, the Company's
President and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective as of December 31, 2003.
Changes in internal controls
There have been no significant changes in our internal controls or in other
factors that could have significantly affected those controls subsequent to the
date of our most recent evaluation of internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Company does not have operations nor does it have any employees involved in
management. The following table sets forth the name, age and principal position
with the Company of each of its executive directors.
Name Age Position with the Company
Tor Olav Tr0im 41 Director and President
Kate Blankenship 39 Director, Secretary, Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer
Officers are appointed by the Board of Directors and will serve until they
resign or are removed by the Board of Directors.
TOR OLAV TR0IM: Mr. Tr0im was appointed President of Golden State Petroleum
Transport Corporation on July 30, 1998 and has been a Director of the Company
since November 1, 1998. Mr. Tr0im serves as director and vice-president of
Frontline Ltd. Mr. Tr0im is a director of Aktiv Inkasso ASA and Northern Oil
ASA, both Norwegian Oslo Stock Exchange listed companies and Northern Offshore
Ltd., a Bermuda company listed on the Oslo Stock Exchange. Mr. Tr0im is also a
director, Vice-President and Chief Executive Officer of Golar LNG Limited, a
Bermuda company publicly listed on Nasdaq and the Oslo Stock Exchange. Prior to
his service with Frontline, from January 1992, Mr. Tr0im served as managing
director and a member of the board of directors of DNO AS, a Norwegian Oil
Company.
KATE BLANKENSHIP: Mrs. Blankenship was appointed Secretary of the Company on
July 30, 1998 and has been a Director, the Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer of the Company since November 1,
1998. She joined Frontline Ltd. (formerly, London & Overseas Freighters Limited)
in 1994 and serves as a Director, the Chief Accounting Officer and Secretary.
Mrs. Blankenship is also a director and the Secretary of Golar LNG Limited. Mrs
Blankenship is a member of the Institute of Chartered Accountants in England and
Wales.
The Company's equity is neither listed nor publicly traded. The equity is held
by one beneficial holder, Hemen Holding Limited. The Owners obligations toward
their bondholders are set out in detail in covenants contained in the Indenture
for their Notes. Accordingly the Company's Board of Directors has determined
that the roles played by an audit committee or business code of ethics would
have no applicability to the Company.
Item 11. Executive Compensation
None of the directors or executive officers of the Company receive any
compensation in connection with their respective positions. The Company has not
entered into any affiliate transactions, other than the original agency
agreement for the issuance of the notes.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table provides information as of March 29, 2004 with respect to
the ownership by each person or group of persons, known by the registrant to be
a beneficial owner of 5% or more of the Common Stock.
Except as set forth below, the Registrant is not aware of any beneficial owner
of more than 5% of the Common Stock as of close of business on March 29, 2004.
Beneficial Ownership
Name and Number
Class of address of of Percent
Shares Beneficial Owners Shares of Class
- ------ ----------------- ------ --------
Ordinary Shares Hemen Holding Limited(1) 2 100%
(1) The issued and outstanding shares of the Company are owned by Golden State
Holdings I, Limited. All of the issued and outstanding shares of Golden
State Holdings are owned by Independent Tankers Corporation. All of the
issued and outstanding shares of Independent Tankers Corporation are owned
by Hemen, a Liberian corporation. Hemen is controlled by John Fredriksen, a
resident of Cyprus and a citizen of Norway.
Item 13. Certain Relationships and Related Transactions
As of January 31, 1999, each of the Owners has entered into a management
agreement with an affiliate, Frontline Ltd. Frontline is a Bermuda company,
whose ordinary shares trade on the New York Stock Exchange, London Stock
Exchange and the Oslo Stock Exchange. Frontline provides administrative, vessel
management and advisory services to the Owners. Frontline is an affiliate of
Hemen. Hemen is the indirect parent of the Company and the Owners. Frontline's
primary business is owning and operating vessels that transport crude oil and
oil products.
Some of the oil tankers owned by Frontline may operate in competition with the
Vessels. When the charters with the Initial Charterer end, Frontline might have
a conflict of interest between its duties as manager of the Owners and the
Vessels, and its interests as a competing tanker owner.
Item 14. Principal Accountant Fees and Services
We have engaged Grant Thornton LLP as our principal accountant. The following
table summarizes fees we have paid Grant Thornton LLP for independent auditing,
tax and related services for each of the last two fiscal years:
2003 2002
(in thousands of US dollars)
Audit fees (1) 3,200 2,750
Audit-related fees (2) n/a n/a
Tax fees (3) n/a n/a
All other fees (4) n/a n/a
(1) Audit fees represent amounts billed for each of the years presented for
professional services rendered in connection with (i) the audit of our
annual financial statements, (ii) the review of our quarterly financial
statements or (iii) those services normally provided in connection with
statutory and regulatory filings or engagements including comfort letters,
consents and other services related to SEC matters. This information is
presented as of the latest practicable date for this annual report on Form
10-K.
(2) Audit-related fees represent amounts we were billed in each of the years
presented for assurance and related services that are reasonably related to
the performance of the annual audit or quarterly reviews. This category
primarily includes services relating to internal control assessments and
accounting-related consulting.
(3) Tax fees represent amounts we were billed in each of the years presented
for professional services rendered in connection with tax compliance, tax
advice, and tax planning.
(4) All other fees represent amounts we were billed in each of the years
presented for services not classifiable under the other categories listed
in the table above. Grant Thornton LLP rendered no such services during the
last two years.
The engagement of the Company's auditor is approved by the full Board of
Directors in advance of the engagement.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this Annual Report:
1. Financial Statements
Report of Grant Thornton LLP, Independent Certified Public Accountants
Balance Sheets at December 31, 2003 and 2002
Statements of Operations and Retained Earnings for the Years Ended December 31,
2003, 2002 and 2001
Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001
Notes to Financial Statements
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
The Company has not filed any current reports on Form 8-K with the Securities
and Exchange Commission during the last quarter of the fiscal period covered by
this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Golden State Petroleum Transport Corporation
(Registrant)
Date March 31, 2004 By /s/ Tor Olav Tr0im
-----------------------------
Tor Olav Tr0im
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date March 31, 2004 By /s/ Kate Blankenship
-----------------------------
Kate Blankenship
Director, Chief Executive Officer, Chief Financial
Officer, Chief Accounting Officer
Date March 31, 2004 By /s/ Tor Olav Tr0im
-----------------------------
Tor Olav Tr0im
Director