For the quarterly period ended | September 30, 2014 |
For the transition period from | to |
Commission File Number: | 333-26227 |
Golden State Petroleum Transport Corporation |
(Exact name of registrant as specified in its charter) |
Delaware | 13-392-7016 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
c/o Frontline Ltd., 14 Par-la-Ville Road, Hamilton, Bermuda, HM 08 |
(Address of principal executive offices) (Zip Code) |
(441) 295-6935 |
(Registrant's telephone number, including area code) |
(Former name, former address and former fiscal year, if changed since last report) |
Large accelerated filer | [_] | Accelerated filer | [_] | |
Non-accelerated filer | [X] | Smaller reporting company | [_] |
Page | ||
September 30, 2014 | December 31, 2013 | |||||
ASSETS | ||||||
Current assets | ||||||
Cash and cash equivalents | 2 | 2 | ||||
Total assets | 2 | 2 | ||||
LIABILITIES AND EQUITY | ||||||
Equity | ||||||
Common stock, $0.00 par value; 100 shares authorized, two shares issued and outstanding | 2 | 2 | ||||
Total liabilities and equity | 2 | 2 |
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Revenue | ||||||||||||
Agency fees | — | — | — | — | ||||||||
Expenses | ||||||||||||
Transaction expenses | — | — | — | — | ||||||||
Net income | — | — | — | — | ||||||||
Retained earnings, beginning of period | — | — | — | — | ||||||||
Retained earnings, end of period | — | — | — | — |
Nine months ended September 30, | ||||||
2014 | 2013 | |||||
Net income | — | — | ||||
Net cash provided by operating activities | — | — | ||||
Net cash provided by investing activities | — | — | ||||
Net cash provided by financing activities | — | — | ||||
Net change in cash and cash equivalents | — | — | ||||
Cash and cash equivalents at beginning of period | 2 | 2 | ||||
Cash and cash equivalents at end of period | 2 | 2 |
3.1* | Certificate of Incorporation of Golden State Petroleum Transport Corporation |
3.2* | Bylaws of Golden State Petroleum Transport Corporation |
3.3* | Memorandum and Articles of Association of Golden State Petro (IOM I-A) PLC |
3.4* | Memorandum and Articles of Association of Golden State Petro (IOM I-B) PLC |
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 |
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 |
32.1 | Certifications 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. |
32.2 | Certifications 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. |
101. | INS | XBRL | Instance Document |
101. | SCH | XBRL | Taxonomy Extension Schema |
101. | CAL | XBRL | Taxonomy Extension Schema Calculation Linkbase |
101. | LAB | XBRL | Taxonomy Extension Schema Label Linkbase |
101. | PRE | XBRL | Taxonomy Extension Schema Presentation Linkbase |
* | Incorporated by reference from the Registrant's Registration Statement on Form F-4, Commission File Number 333-26227, dated April 30, 1997. |
Golden State Petroleum Transport Corporation | ||||||
(Registrant) | ||||||
Date | November 13, 2014 | By | /s/ Kate Blankenship | |||
Kate Blankenship Director, Chief Financial Officer, Chief Accounting Officer (Principal Financial Officer) |
Date | November 13, 2014 | By | /s/ Tor Olav Troim | |||
Tor Olav Troim Director and President (Principal Executive Officer) |
1. | I have reviewed this Form 10-Q of Golden State Petroleum Transport Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Tor Olav Troim |
1. | I have reviewed this Form 10-Q of Golden State Petroleum Transport Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Kate Blankenship |
(a) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(b) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Tor Olav Troim |
(a) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(b) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Kate Blankenship |
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Unaudited Balance Sheets (USD $)
|
Sep. 30, 2014
|
Dec. 31, 2013
|
---|---|---|
Current assets: | ||
Cash and cash equivalents | $ 2 | $ 2 |
Total assets | 2 | 2 |
Equity: | ||
Common Stock, $0.00 par value; 100 shares authorized, two shares issued and outstanding | 2 | 2 |
Total liabilities and equity | $ 2 | $ 2 |
Description of business and basis of preparation
|
9 Months Ended |
---|---|
Sep. 30, 2014
|
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of business and basis of preparation | Description of business and basis of preparation 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 was organized solely for the purpose of issuing, as agent for two affiliated entities, Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC (collectively, the "Owners") Serial and Term mortgage notes (together the "Notes"). These Notes were issued on December 24, 1996 and January 6, 1997 and the proceeds 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 Serial Notes were fully repaid on February 1, 2006. 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"). ITC is in turn controlled by Frontline, a publicly listed Bermuda company. In February, 2008, Frontline established an intermediary holding company, Independent Tankers Corporation Limited ("ITCL") to hold its investment in ITC. Frontline then distributed 17.53% of ITCL's common shares to Frontline's common shareholders. These shares trade on the Norwegian over-the-counter market. The balance of ITCL's common shares is indirectly owned by Frontline. In accordance with 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. 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, 2013. 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 statement 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. The Company does not have any Other Comprehensive Income. |
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Description of business and basis of preparation (Details) (USD $)
|
9 Months Ended | |
---|---|---|
Sep. 30, 2014
carrier
entities
|
Feb. 01, 2008
|
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of affiliated entities which reporting entity acts as agent | 2 | |
Number of large crude carriers acquired and constructed | 2 | |
Frontline's distribution of ITCL' common shares (in hundredths) | 17.53% | |
Annual management fee paid by the Owners to Frontline | $ 50,000 | |
Termination notice period of management agreement between the Owners and Frontline | 30 days |
Unaudited Balance Sheets (Parenthetical) (USD $)
|
Sep. 30, 2014
|
Dec. 31, 2013
|
---|---|---|
Stockholder's equity | ||
Common Stock, Par or Stated Value Per Share | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 100 | 100 |
Common stock, shares issued (in shares) | 2 | 2 |
Common stock, shares outstanding (in shares) | 2 | 2 |
Document and Entity Information
|
9 Months Ended | |
---|---|---|
Sep. 30, 2014
|
Nov. 13, 2014
|
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GOLDEN STATE PETROLEUM TRANSPORT CORPORATION | |
Entity Central Index Key | 0001038286 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2014 | |
Entity Common Stock, Shares Outstanding | 2 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2014 |
Unaudited Statements of Operations and Retained Earnings (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2014
|
Sep. 30, 2013
|
Sep. 30, 2014
|
Sep. 30, 2013
|
|
Revenue | ||||
Agency fees | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses | ||||
Transaction expenses | 0 | 0 | 0 | 0 |
Net income | 0 | 0 | 0 | 0 |
Retained earnings, beginning of period | 0 | 0 | 0 | 0 |
Retained earnings, end of period | $ 0 | $ 0 | $ 0 | $ 0 |
Unaudited Statements of Cash Flows (USD $)
|
9 Months Ended | |
---|---|---|
Sep. 30, 2014
|
Sep. 30, 2013
|
|
Net income | $ 0 | $ 0 |
Net cash provided by operating activities | 0 | 0 |
Net cash provided by investing activities | 0 | 0 |
Net cash used in financing activities | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 2 | 2 |
Cash and cash equivalents at end of period | $ 2 | $ 2 |