Attached files
file | filename |
---|---|
EX-31.2 - CALIFORNIA PETROLEUM TRANSPORT CORP | d1042344_ex31-2.htm |
EX-32.1 - CALIFORNIA PETROLEUM TRANSPORT CORP | d1042344_ex32-1.htm |
EX-31.1 - CALIFORNIA PETROLEUM TRANSPORT CORP | d1042344_ex31-1.htm |
EX-32.2 - CALIFORNIA PETROLEUM TRANSPORT CORP | d1042344_ex32-2.htm |
FORM
10-Q
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
(Mark
One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For
the quarterly period ended
|
September
30, 2009
|
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:
|
033-79220
|
California
Petroleum Transport Corporation
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
04-3232976
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
114
West 47th
Street, Suite 2310, New York, New York 10036
|
|
(Address
of principal executive offices) (Zip Code)
|
|
(212)
302 5151
|
|
(Registrant's
telephone number, including area code)
|
|
Suite
3249, One International Place, Boston, Massachusetts
02110
|
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
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.
[X]
Yes [_] No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
[_]
Yes [_] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non- accelerated filer. See the definitions of "large
accelerated filer", "accelerated filer", "non-accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
|
[_]
|
Accelerated
filer
|
[_]
|
Non-accelerated
filer
|
[X]
|
Smaller
Reporting Company
|
[_]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
[_]
Yes [X] No
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
[_]
Yes [_] No
Number of
shares outstanding of each class of Registrant's Common Stock as of November 6,
2009
1,000
shares Common Stock, $1.00 par value per share
California
Petroleum Transport Corporation
Quarterly
Report on Form 10-Q
Page
|
||
Part
I
|
Financial
Information
|
|
Item
1
|
Financial
Statements
|
2
|
Item
2
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
9
|
Item
3
|
Quantitative
and Qualitative Disclosures about Market Risk
|
10
|
Item
4T
|
Controls
and Procedures
|
11
|
Part
II
|
Other
Information
|
|
Item
1
|
Legal
Proceedings
|
12
|
Item
1A
|
Risk
Factors
|
12
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
12
|
Item
3
|
Defaults
Upon Senior Securities
|
12
|
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
12
|
Item
5
|
Other
Information
|
12
|
Item
6
|
Exhibits
|
12
|
Signatures
|
13
|
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters
discussed in this report may constitute forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to provide
prospective information about their business. Forward-looking statements include
statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which are other
than statements of historical facts.
California
Petroleum Transport Corporation, or the Company, desires to take advantage of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 and is including this cautionary statement in connection with this safe
harbor legislation. This report and any other written or oral statements made by
us or on our behalf may include forward-looking statements, which reflect our
current views with respect to future events and financial performance. When used
in this report, the words "believe," "anticipate," "intend," "estimate,"
"forecast," "project," "plan," "potential," "may," "should," "expect" and
similar expressions identify forward-looking statements.
The
forward-looking statements in this report are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including without
limitation, management's examination of historical operating trends, data
contained in our records and other data available from third parties. Although
we believe that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our
control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
In
addition to these important factors and matters discussed elsewhere herein and
in the documents incorporated by reference herein, important factors that, in
our view, could cause actual results to differ materially from those discussed
in the forward-looking statements include the strength of world economies,
fluctuations in currencies and interest rates, general market conditions,
including fluctuations in charterhire rates and vessel values, changes in demand
in the tanker market, changes in world wide oil production and consumption and
storage, changes in the Company's operating expenses, including bunker prices,
drydocking and insurance costs, changes in governmental rules and regulations or
actions taken by regulatory authorities, potential liability from pending or
future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents, political events or
acts by terrorists, and other important factors described from time to time in
the reports filed by the Company with the Securities and Exchange Commission, or
Commission.
1
ITEM
1 – FINANCIAL STATEMENTS
California
Petroleum Transport Corporation
Balance
Sheets as at September 30, 2009 and December 31, 2008
(in
thousands of US$)
September
30,
2009
(unaudited)
|
December
31,
2008
|
|||||
ASSETS
|
||||||
Current
assets:
|
||||||
Cash
and cash equivalents
|
1
|
1
|
||||
Current
portion of term loans receivable
|
10,256
|
9,970
|
||||
Interest
receivable
|
2,898
|
1,662
|
||||
Other
current assets
|
22
|
14
|
||||
Total
current assets
|
13,177
|
11,647
|
||||
Term
loans receivable, less current portion
|
57,295
|
67,485
|
||||
Deferred
charges
|
488
|
554
|
||||
Total
assets
|
70,960
|
79,686
|
||||
LIABILITIES
AND STOCKHOLDER'S EQUITY
|
||||||
Current
liabilities:
|
||||||
Accrued
interest
|
2,898
|
1,662
|
||||
Current
portion of term mortgage notes
|
10,256
|
9,970
|
||||
Other
current liabilities
|
22
|
14
|
||||
Total
current liabilities
|
13,176
|
11,646
|
||||
Term
mortgage notes, less current portion
|
57,783
|
68,039
|
||||
Total
liabilities
|
70,959
|
79,685
|
||||
Stockholder's
equity
|
||||||
Share
capital
|
1
|
1
|
||||
Total
liabilities and stockholder's equity
|
70,960
|
79,686
|
See
notes to the unaudited financial statements.
2
California
Petroleum Transport Corporation
Statements
of Operations and Retained Earnings
for
the three and nine month periods ended September 30, 2009 and 2008
(Unaudited)
(in
thousands of US$)
Three
month period
ended
September 30,
|
Nine
month period
ended
September 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenue
|
||||||||||||||||
Interest
income
|
1,471 | 1,684 | 4,626 | 5,254 | ||||||||||||
Expenses
reimbursed
|
12 | 9 | 27 | 26 | ||||||||||||
Net
operating revenues
|
1,483 | 1,693 | 4,653 | 5,280 | ||||||||||||
Expenses
|
||||||||||||||||
General
and administrative expenses
|
(12 | ) | (9 | ) | (27 | ) | (26 | ) | ||||||||
Amortization
of debt issue costs
|
(22 | ) | (22 | ) | (66 | ) | (66 | ) | ||||||||
Interest
expense
|
(1,449 | ) | (1,662 | ) | (4,560 | ) | (5,188 | ) | ||||||||
(1,483 | ) | (1,693 | ) | (4,653 | ) | (5,280 | ) | |||||||||
Net
income
|
- | - | - | - | ||||||||||||
Retained
earnings, beginning of period
|
- | - | - | - | ||||||||||||
Retained
earnings, end of period
|
- | - | - | - |
See
notes to the unaudited financial statements.
3
California
Petroleum Transport Corporation
Statements
of Cash Flows
for
the nine month periods ended September 30, 2009 and 2008
(Unaudited)
(in
thousands of US$)
Nine
month period
ended
September 30,
|
||||||||
2009
|
2008
|
|||||||
Net
income
|
- | - | ||||||
Adjustments
to reconcile net income to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Amortization
of deferred debt issue costs
|
66 | 66 | ||||||
Amortization
of issue discount on loan receivable
|
(66 | ) | (66 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
Interest
receivable
|
1,236 | 1,459 | ||||||
Other
current assets
|
8 | (27 | ) | |||||
Accrued
interest
|
(1,236 | ) | (1,459 | ) | ||||
Other
current liabilities
|
(8 | ) | (27 | ) | ||||
Net
cash provided by operating activities
|
- | - | ||||||
Cash
flows from investing activities
|
||||||||
Collections
on loans receivable
|
9,970 | 9,970 | ||||||
Net
cash provided by investing activities
|
9,970 | 9,970 | ||||||
Cash
flows from financing activities
|
||||||||
Repayments
of mortgage notes
|
(9,970 | ) | (9,970 | ) | ||||
Net
cash used in financing activities
|
(9,970 | ) | (9,970 | ) | ||||
Net
change in cash and cash equivalents
|
- | - | ||||||
Cash
and cash equivalents at beginning of period
|
1 | 1 | ||||||
Cash
and cash equivalents at end of period
|
1 | 1 | ||||||
Supplemental
disclosure of cash flow information
|
||||||||
Interest
paid
|
3,324 | 3,729 | ||||||
Interest
received
|
3,390 | 3,795 |
See
notes to the unaudited financial statements.
4
California
Petroleum Transport Corporation
Notes
to the unaudited financial statements
1.
|
DESCRIPTION
OF BUSINESS AND BASIS OF
PRESENTATION
|
California
Petroleum Transport Corporation (the "Company"), which is incorporated in
Delaware, is a special purpose corporation that was organized solely for the
purpose of issuing, as agent on behalf of CalPetro Tankers (Bahamas I) Limited,
CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited
and CalPetro Tankers (IOM) Limited (each an "Owner" and, together the "Owners"),
serial mortgage notes, which were repaid as of April 1, 2006, and term mortgage
notes ("the Notes") as full recourse obligations of the Company and loaning the
proceeds of the sale of the Notes to the Owners by means of serial loans, which
were repaid as of April 1, 2006 and term loans ("Term Loans"), to
facilitate the funding of the acquisition of four vessels (the "Vessels") from
Chevron Transport Corporation ("Chevron"). Currently, the Owners
charter three of the Vessels to Chevron until 2015 under bareboat charters that
are expected to provide sufficient payments to cover the Owners' obligations to
the Company. Chevron can terminate a charter at specified dates prior to the
expiration of the charter, provided that it gives the Owner the requisite
notice. The fourth Vessel is chartered under a bareboat charter to Front Voyager
Inc., a wholly owned subsidiary of Frontline Ltd. (the "Front Voyager
Charter").
Pursuant
to the Front Voyager Charter, Front Voyager Inc. agreed to charter the Front
Voyager as of April 1, 2006 for an initial two year period (the "Initial
Period") with a further seven annual optional periods. The charterhire payable
for the Initial Period was $5,050,000 which was prepaid in full on March 31,
2006. The Initial Period expired on April 1, 2008 and Front Voyager Inc.
exercised the option to extend the charter for an additional year. On
March 25, 2009, Front Voyager Inc. exercised its option to extend the charter
for the second one year period beginning April 1, 2009.
As of
April 1, 2009, Chevron had not terminated its bareboat charters with each of
CalPetro Tankers (Bahamas I) Limited and CalPetro Tankers (Bahamas II) Limited,
being the owners of Cygnus Voyager and Altair Voyager, respectively.
Accordingly, both charters are scheduled to continue until 2015. Chevron may
cancel its bareboat charter with CalPetro Tankers (IOM) Limited by providing
notice under the terms and provisions of such bareboat charter on or before
April 1, 2011. As of November 4, 2009, we had not received a notice of
termination from Chevron.
The Front
Voyager is a single hull vessel. The United States, the European Union and the
International Maritime Organization, or the IMO, have all imposed limits or
prohibitions on the use of these types of tankers in specified markets after
certain target dates which range from 2010 to 2015. In December 2003, the Marine
Environmental Protection Committee of the IMO adopted a proposed amendment to
the International Convention for the Prevention of Pollution from Ships to
accelerate the phase out of single hull tankers from 2015 to 2010 unless the
relevant flag states extend the date to 2015. Management does not know whether
the non-double hull vessel will be subject to this accelerated phase-out, but
this change could result in the Vessel being unable to trade in many markets
after 2010. Moreover, the IMO may still adopt regulations in the future that
could adversely affect the useful life of the non-double hull vessel as well as
the Owner's ability to generate income which will affect the Owner's ability to
service its debt to the Company.
The
Company's only source of funds with respect to the Notes is the payment of the
principal and interest on the Term Loans by the Owners. The Company
does not have any other source of capital for payment of the Notes. The Owners'
only sources of funds with respect to its obligation to the Company are the
payments by Chevron and Frontline, including termination payments and investment
income. The Owners do not have any other source of capital for payment of the
Term Loans.
The
interim financial statements of the Company have been prepared in accordance
with generally accepted accounting principles for interim financial information
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. These financial statements are unaudited and
should be read in conjunction with the audited financial statements and notes
thereto included in the Company's annual report on Form 10-K for the year ended
December 31, 2008. The Company follows the same accounting policies in the
preparation of interim reports. In the opinion of management, the financial
statements reflect all adjustments, which are of a normal recurring nature,
necessary for a fair presentation of the financial condition, results of
operations and cash flows of the Company for the interim periods presented and
are not necessarily indicative of a full year's results.
5
California
Petroleum Transport Corporation
Notes
to the unaudited financial statements
2.
|
PRINCIPAL
ACCOUNTING POLICIES
|
(a) Revenue
and expense recognition
Interest
receivable on the Term Loans is accrued on a daily basis. Interest
payable on the Notes is accrued on a daily basis. The Owners
reimburse the Company for general and administrative expenses incurred on their
behalf.
(b) Deferred
charges
Deferred
charges represent the capitalization of debt issue costs. These costs
are amortized over the term of the Notes to which they relate on a straight line
basis, which is not materially different to the effective interest rate
method.
(c) Reporting
and functional currency
The
reporting and functional currency is the United States dollar.
(d) Use
of estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles in the United States requires the Company 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.
(e) Newly
Issued Accounting Standards
In April
2009, the Financial Accounting Standards Board (FASB) issued ACS 825-10. ACS
825-10 requires fair value disclosures in both interim as well as annual
financial statements in order to provide more timely information about the
effects of current market conditions on financial instruments. ACS 825-10 is
effective for interim and annual periods ending after June 15, 2009. The
implementation of this standard did not have a material impact on our financial
statements.
In May
2009, the FASB issued ACS 855-10. ACS 855-10 provides guidance on management's
assessment of subsequent events and incorporates this guidance into accounting
literature. ACS 855-10 is effective prospectively for interim and annual periods
ending after June 15, 2009. The Company has evaluated subsequent events through
November 6, 2009, the date of issuance of our financial position and results of
operation. The adoption of this standard did not have a material impact on our
financial statements.
In June
2009, the FASB issued ACS 105-10. ACS 105-10 stipulates the FASB Accounting
Standards Codification is the source of authoritative U.S. GAAP recognized by
the FASB to be applied by nongovernmental entities. ACS 105-10 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. The implementation of this standard did not have a material
impact on our financial statements.
6
California
Petroleum Transport Corporation
Notes
to the unaudited financial statements
3.
|
TERM
LOANS
|
The
principal balances of the Term Loans earn interest at a rate of 8.52% per annum
and are to be repaid over a remaining ten-year period beginning April 1,
2006. The Term Loans are reported net of the related discounts, which
are amortized over the term of the loans.
4.
|
TERM
LOANS COLLATERAL
|
The Term
Loans are collateralized by first preferred mortgages on the Vessels to the
Company. The earnings and insurance relating to the Vessels subject
to the charters with Chevron have been collaterally assigned pursuant to an
assignment of earnings and insurance to the Company, which in turn has assigned
such assignment of earnings and insurance to JP Morgan Trust Company, National
Association (formerly the Chemical Trust Company of California) as the
collateral trustee (the "Trustee"). The charters with Chevron and the
Chevron Guarantees (where the obligations of Chevron are guaranteed by Chevron
Corporation) relating to the Vessels have been collaterally assigned pursuant to
the assignment of initial charter and assignment of initial charter guarantee to
the Company, which in turn has assigned such assignments to the collateral
trustee. The capital stock of each of the Owners has been pledged to
the Company pursuant to stock pledge agreements which have also been
collaterally assigned to the Trustee.
In
addition, the earnings and insurance relating to the Front Voyager Charter have
been collaterally assigned pursuant to an assignment of earnings and insurance
to the Company, which in turn have assigned such assignment of earnings and
insurance to the Trustee. The Front Voyager Charter has been
collaterally assigned pursuant to an assignment of charter to the Company, which
in turn has assigned such assignment to the Trustee.
5.
|
DEFERRED
CHARGES
|
Deferred
charges are comprised of the following amounts:
(in
thousands of $)
|
September
30,2009
|
December
31,2008
|
||||||
Debt
arrangement fees
|
3,400
|
3,400
|
||||||
Accumulated
amortization
|
(2,912)
|
(2,846)
|
||||||
488
|
554
|
6.
|
TERM
MORTGAGE NOTES
|
(in
thousands of $)
|
September
30, 2009
|
December
31,
2008
|
||||||
8.52%
Term Mortgage Notes due 2015
|
68,039
|
78,009
|
||||||
Less:
short-term portion
|
(10,256)
|
(9,970)
|
||||||
57,783
|
68,039
|
7
California
Petroleum Transport Corporation
Notes
to the unaudited financial statements
The
outstanding debt as of September 30, 2009 is repayable as follows:
(in
thousands of $)
|
||||
Year
ending December 31,
|
||||
2010
|
10,256
|
|||
2011
|
10,316
|
|||
2012
|
10,376
|
|||
2013
|
10,456
|
|||
2014
and later
|
26,635
|
|||
Total
debt
|
68,039
|
The Notes
bear interest at a rate of 8.52% per annum. Principal is repayable on
the Notes in accordance with a remaining ten-year sinking fund schedule
beginning April 1, 2006. Interest is payable semi-annually. The Notes
include certain covenants including restriction on the payment of dividends and
making additional loans or advances to affiliates. At September 30,
2009 the Company was in compliance with such covenants.
As of
September 30, 2009, the effective interest rate for the Notes was
8.52%.
7.
|
SHARE
CAPITAL
|
(in
thousands of $)
|
September
30, 2009
|
December
31, 2008
|
||||||
Authorized,
issued and fully paid share capital:
|
||||||||
1,000
shares of $1.00 each
|
1
|
1
|
8.
|
FINANCIAL
INSTRUMENTS
|
September
30, 2009
|
December
31, 2008
|
|||||||||||||||
(in
thousands of $)
|
Fair
Value
|
Carrying
Value
|
Fair
Value
|
Carrying
Value
|
||||||||||||
Cash
and cash equivalents
|
1
|
1
|
1
|
1
|
||||||||||||
8.52%
Term Mortgage Notes due 2015
|
80,218
|
68,039
|
89,376
|
78,009
|
The
methods and assumptions used in estimating the fair values of financial
instruments are as follows:
The
carrying value of cash and cash equivalents, which are highly liquid, is a
reasonable estimate of fair value.
The
estimated fair value of the mortgage notes is based on the quoted market price
of these or similar notes when available. This falls within the "Level 1"
category of FAS 157 being "measurements using quoted prices in active markets
for identical assets or liabilities".
Concentrations
of risk
The
Company's only source of funds for the repayment of the principal and interest
on the Notes are the repayments from the Owners. The Owners only source of funds
for the repayment of the principal and interest on the Term Loans from the
Company are from charterhire payments from Chevron and Front Voyager Inc as well
as investment income and the proceeds, if any, from the sale of any of the
Vessels. Accordingly, the Company's ability to service its obligations on the
Notes is wholly dependent upon the financial condition, results of operations
and cash flows from the Owners.
8
ITEM
2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results
of Operations
Amounts
included in the following discussion are derived from our unaudited interim
financial statements for the three and nine months ended September 30, 2009 and
2008.
Interest
income
Three
months ended
September 30, |
Nine
months ended
September 30, |
|||||||||||||||
(in
thousands of $)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Interest
income
|
1,471
|
1,684
|
4,626
|
5,254
|
Interest
income decreased in the nine months ended September 30, 2009 compared to the
same period in 2008 primarily due to a decrease in the principal balance of Term
Loans receivable. On April 1, 2009, the Owners repaid a total principal amount
of $10.0 million on the Term Loans.
Interest
income has decreased in the three months ended September 30, 2009 compared to
the same period in 2008 as a result of loan repayments during the year. The
decrease is in line with expectations.
Interest
expense
Three
months ended
September 30, |
Nine
months ended
September 30, |
|||||||||||||||
(in
thousands of $)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Interest
expense
|
1,449
|
1,662
|
4,560
|
5,188
|
The
decrease in interest expense for the nine months ended September 30, 2009
compared to the same period in 2008 is primarily due to a decrease in the
principal balance of loans payable. On April 1, 2009 we repaid a total principal
amount of $10.0 million on the loans.
The fall
in interest expense for the three months ended September 30, 2009 compared to
the same period in 2008 is in line with expectations resulting from the interest
being charged on a lower principal balance.
Liquidity
and Capital Resources
The
Company is a passive entity, and its activities are limited to collecting cash
from the Owners and making repayments on the Notes. The Company has no source of
liquidity and no capital resources other than the cash receipts attributable to
the Term Loans.
Off-balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements that have, or are reasonably
likely to have, a material current effect or that are reasonably likely to have
a material future effect on its financial condition, revenues or expenses,
liquidity, capital expenditures or capital reserves.
Critical
Accounting Policies
There
have been no material changes to the Company's critical accounting policies and
estimates from the information provided in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations included in our 2008
Form 10-K.
9
ITEM
3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None of
the instruments issued by us are for trading purposes. We are exposed
to business risks inherent in the international tanker market as outlined in the
section entitled "Risk Factors" contained in our annual report on Form 10-K for
the year ended December 31, 2008.
Quantitative
information about the instruments as at September 30, 2009 is as
follows:
Term
Loans
The
principal balances of the Term Loans made to the Owners earn interest at a rate
of 8.52% per annum and are to be repaid over a remaining ten-year period
beginning April 1, 2006. The Term Loans are reported net of the
related discounts, which are amortized over the term of the Term
Loans.
The table
below provides the final principal payments on the Term Loans under two
scenarios;
1.
|
The
information in the column entitled "No initial charters terminated" takes
into consideration the effect of the termination of the bareboat charter
between CalPetro Tankers (Bahamas III) Limited and Chevron, which was
terminated with effect from April 1, 2006 and assumes that the CalPetro
Tankers (IOM) Limited charter is not
terminated.
|
2.
|
The
information in the column entitled "IOM charter terminated" assumes that
the CalPetro Tankers (IOM) Limited charter is
terminated.
|
Scheduled
payment date
|
No
initial
charters terminated $'000
|
IOM
charter terminated $'000
|
|||
April
1, 2010
|
10,256
|
10,256
|
|||
April
1, 2011
|
10,316
|
10,316
|
|||
April
1, 2012
|
10,376
|
8,482
|
|||
April
1, 2013
|
10,456
|
8,652
|
|||
April
1, 2014
|
10,536
|
8,832
|
|||
April
1, 2015
|
16,099
|
21,501
|
|||
68,039
|
68,039
|
The
outstanding amount of Term Loans at September 30, 2009 was $68.0
million.
10
ITEM
4T – CONTROLS AND PROCEDURES
(a)
Disclosure Controls and Procedures
Our
management, including our President and Treasurer, with the participation of our
manager, Frontline Ltd., assessed the effectiveness of the design and operation
of the Company's disclosure controls and procedures pursuant to Rule 13a-15(e)
of the Securities Exchange Act of 1934, as amended, as of September 30,
2009. Based upon that evaluation, our President and Treasurer
concluded that the Company's disclosure controls and procedures were effective
as of September 30, 2009.
(b)
Changes in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
11
|
PART
II - OTHER INFORMATION
|
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
Management
of the Company does not believe there have been any material changes in the risk
factors that were disclosed in the Company's annual report on Form 10-K for the
year ended December 31, 2008, which was filed with the Commission on March 27,
2009.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Submission of Matters to a Vote of Security
Holders
No
matters were submitted to a vote of the Company's security holders in the
quarter ended September 30, 2009.
Item
5. Other Information
On
September 14, 2009, The California Trust, a Massachusetts charitable lead trust,
transferred all of the Company's shares of common stock (the "Transfer") to GSS
Holdings Boston, Inc. ("Holdings"), a Delaware corporation. Global
Securitization Services, LLC ("GSS") a Delaware limited liability company, an
affiliate of Holdings, provides management and administrative services to the
Company for an annual fee of $5,000.
In
connection with the Transfer, on September 14, 2009 Nancy I. DePasquale, the
Company's director, President and Principal Executive Officer and Louise Colby,
the Company's Treasurer and Principal Financial Officer both
resigned. Holdings as the Company's sole shareholder elected new
directors, which appointed new officers as follows:
Frank B.
Bilotta, 49, serves as
the Company's Director, President, Treasurer and Assistant Secretary. Mr.
Bilotta is Principal Executive Officer and Principal Financial Officer of the
Company. Mr. Bilotta is a principal at GSS and has served as its President and
Treasurer of GSS since August 2005. Mr. Bilotta served as Vice President of GSS
from December 2001 to August 2005.
Timothy
O'Connor, 37, serves as
the Company's Director, Secretary, Vice President and Assistant Treasurer. Mr.
O'Connor is a principal at GSS and has served as its Vice President since April
2002.
Christopher
Thompson, 41, serves as
the Company's Director, Vice President, Assistant Secretary and Assistant
Treasurer. Mr. Thompson is a principal at GSS and has served as its Vice
President since May 2002.
Item
6 – Exhibits
|
Exhibit
31.1
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act, as
amended
|
|
Exhibit
31.2
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule
15d-14(a) of the Securities Exchange Act, as
amended
|
|
Exhibit
32.1
|
Certification
of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
Exhibit
32.2
|
Certification
of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
12
|
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, thereunto
duly authorized.
Date
|
November
6, 2009
|
California
Petroleum Transport Corporation
|
||
(Registrant)
|
||||
By
|
/s/
Frank B. Bilotta
|
|||
Frank
B. Bilotta
President
and Treasurer
|
||||
SK 02089
0006 1042344 v3
13